November
      27, 2007

    


    


    


    Polaris
      Acquisition Corp.

    2200
      Fletcher Avenue, 4th
      Floor

    Fort
      Lee,
      New Jersey 07024

    


    Lazard
      Capital Markets LLC

    30
      Rockefeller Plaza

    New
      York,
      NY 10020 

     

    


    
      	 	 	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned stockholder of Polaris Acquisition Corp. (“Company”), in
      consideration of Lazard Capital Markets LLC (“Lazard”) entering into a letter of
      intent (“Letter of Intent”) to underwrite an initial public offering of the
      securities of the Company (“IPO”) and embarking on the IPO process, hereby
      agrees as follows (certain capitalized terms used herein are defined in
      paragraph 14 hereof):

     

    1.  If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares beneficially owned by him in accordance
      with the majority of the votes cast by the holders of the IPO Shares and will
      vote all shares of the Company’s Common Stock acquired by him in the IPO or
      aftermarket in favor of any Business Combination negotiated by the officers
      of
      the Company. 

     

    2.  The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind in or to any distribution of the Trust Fund and any remaining net assets
      of
      the Company as a result of such liquidation with respect to his Insider Shares
      (“Claim”) and hereby waives any Claim the undersigned may have in the future as
      a result of, or arising out of, any contracts or agreements with the Company
      and
      will not seek recourse against the Trust Fund for any reason
      whatsoever.

     

    3.  The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless
      the Company obtains an opinion from an independent investment banking firm
      reasonably acceptable to Lazard that the business combination is fair to the
      Company’s stockholders from a financial perspective.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.  Neither
      the undersigned,
      any
      member of the family of the undersigned, nor any affiliate (“Affiliate”) of the
      undersigned will be entitled to receive and will not accept any compensation
      for
      services rendered to the Company prior to or in connection with the consummation
      of the Business Combination; provided that the undersigned shall be entitled
      to
      reimbursement from the Company for his out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination.

     

    5.  Neither
      the undersigned,
      any
      member of the family of the undersigned, nor
      any
      Affiliate of the undersigned will be entitled to receive or accept a finder’s
      fee or any other compensation in the event the undersigned, any member of the
      family of the undersigned or any Affiliate of the undersigned originates a
      Business Combination. 

     

    6.  The
      undersigned will escrow all of his Insider Shares acquired prior to the IPO,
      subject to the terms of a Stock Escrow Agreement which the Company will enter
      into with the undersigned and an escrow agent acceptable to the
      Company.

     

    7.  The
      undersigned will escrow all of its Insider Warrants acquired by it privately
      from the Company simultaneously with the consummation of the IPO, subject to
      the
      terms of a Warrant Escrow Agreement which the Company will enter into with
      the
      undersigned and an escrow agent acceptable to the Company.

     

    8.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement.

     

    9.  The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company’s common stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

     

    10.  The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Certificate of Incorporation to extend the period of time in which
      the Company must consummate a Business Combination prior to its liquidation.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any
      circumstances.

     

    11.  In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

     

    12.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Lazard and its legal representatives or agents
      (including any investigative search firm retained by Lazard) any information
      they may have about the undersigned’s background and finances (“Information”).
      Neither Lazard nor its agents shall be violating the undersigned’s right of
      privacy in any manner in requesting and obtaining the Information and the
      undersigned hereby releases them from liability for any damage whatsoever in
      that connection.
      The
      undersigned hereby (i) agrees that any action, proceeding or claim against
      him
      arising out of or relating in any way to this letter agreement (a “Proceeding”)
      shall be brought and enforced in the courts of the State of New York of the
      United States of America for the Southern District of New York, and irrevocably
      submits to such jurisdiction, which jurisdiction shall be exclusive, and (ii)
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum. If for any reason such agent is unable to
      act
      as such, the undersigned will promptly notify the Company and Lazard and appoint
      a substitute agent acceptable to Lazard within 30 days and nothing in this
      letter will affect the right of either party to serve process in any other
      manner permitted by law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        13.  [Intentionally
          Omitted]

         

      

    

    14.  As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of an operating business; (ii) “Insiders” shall mean all officers, directors and
      stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an
      Insider as beneficial owner prior to the IPO or privately from the Company
      simultaneously with the IPO; (iv) “Insider Warrants” shall mean the warrants
      being purchased by an Insider as beneficial owner in a private placement
      transaction simultaneously with the consummation of the IPO; and (v) “IPO
      Shares” shall mean the shares of Common Stock issued in the Company’s
      IPO.

     

    


    Stephen
      J. Cloobeck

    


    


    


    /s/
      Stephen J. Cloobeck