Exhibit
      10.12

    
 

    WARRANT
      ESCROW AGREEMENT

    


    WARRANT
      ESCROW AGREEMENT, dated as of _____________, 2007
      (“Agreement”), by and among POLARIS ACQUISITION CORPORATION, a Delaware
      corporation (“Company”), BYRON BUSINESS VENTURES XX, LLC, PRAESUMO PARTNERS,
      LLC, MOORE HOLDINGS, LLC, VINCO VINCERE VICI VICTUM LLC, DAVID PALMER, MERITAGE
      FARMS LLC, CLOOBECK COMPANIES, LLC, GRANITE CREEK PARTNERS, L.L.C., ROXBURY
      CAPITAL GROUP LLC INCENTIVE SAVINGS PLAN, ALERION EQUITIES, LLC and ODESSA,
      LLC (collectively “Insider Purchasers”) and ________ STOCK TRANSFER & TRUST
      COMPANY, a
      New
      York corporation (“Escrow
      Agent”).

    


    WHEREAS,
      the Company has received a binding commitment
      (“Subscription Agreements”)
      from the
      Insider Purchasers to purchase an aggregate of 5,250,000 warrants (“Insider
      Warrants”). 

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated __________, 2007
      (“Underwriting Agreement”), with Lazard Capital Markets LLC (“Lazard”) acting as
      representative of the several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      18,000,000 units (“Units”) of the Company. Each Unit consists of one share of
      the Company’s common stock, par value $.0001 per share (“Common Stock”), and one
      Warrant to purchase one share of Common Stock, all as more fully described
      in
      the Company’s final Prospectus, dated _________, 2007 (“Prospectus”) comprising
      part of the Company’s Registration Statement on Form S-1
      (File No. 333-145759) under the Securities Act of 1933, as amended
      (“Registration Statement”), declared effective on ________, 2007 (“Effective
      Date”).

    


    WHEREAS,
      each Insider Purchaser has agreed as a condition of the sale of the Units to
      deposit its Insider Warrants, as set forth opposite its name in Exhibit A
      attached hereto (collectively “Escrow Warrants”), in escrow as hereinafter
      provided.

    


    WHEREAS,
      the Company and the Insider Purchasers desire that the Escrow Agent accept
      the
      Escrow Warrants, in escrow, to be held and disbursed as hereinafter
      provided.

    


    IT
      IS
      AGREED:


    1. Appointment
      of Escrow Agent.
      The
      Company and the Insider Purchasers hereby appoint the Escrow Agent to act in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

    


    2. Deposit
      of Escrow Warrants.
      On or
      before the Effective Date, each Insider Purchaser shall deliver to the Escrow
      Agent certificates representing its Escrow Warrants, to be held and disbursed
      subject to the terms and conditions of this Agreement. Each Insider Purchaser
      acknowledges that the certificate representing its Escrow Warrants is legended
      to reflect the deposit of such Escrow Warrants under this
      Agreement.

    


    3. Disbursement
      of the Escrow Warrants.
      The
      Escrow Agent shall hold the Escrow Warrants until 45 days after the consummation
      of a Business Combination (as such term is defined in the Registration
      Statement) (“Escrow Period”), on which date it shall, upon written instructions
      from each Insider Purchaser, disburse the Insider Purchaser’s Escrow Warrants to
      the Insider Purchaser; provided, however, that if the Escrow Agent is notified
      by the Company pursuant to Section 6.7 hereof that the Company is being
      liquidated at any time during the Escrow Period, then the Escrow Agent shall
      promptly destroy the certificates representing the Escrow Warrants. The Escrow
      Agent shall have no further duties hereunder after the disbursement or
      destruction of the Escrow Warrants in accordance with this
      Section 3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Restrictions
      on Transfer of Escrow Warrants.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Warrants except (i) upon
      the
      dissolution and liquidation of an Insider Purchaser and the distribution of
      assets to its members; (ii) by gift to a immediate family member of an Insider
      Purchaser’s members or to a trust, the beneficiary of which is a member of the
      Insider Purchaser or a member of the immediate family of the Insider Purchaser’s
      members, (iii) by virtue of the laws of descent and distribution upon death
      of
      any member of an Insider Purchaser, or (iv) pursuant to a qualified domestic
      relations order;
      provided,
      however,
      that
      such permissive transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Subscription Agreement signed by the Insider Purchaser.
      

    


    5. Concerning
      the Escrow Agent.

    


    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto. 

    


    5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Warrants held by it hereunder, other than expenses or losses arising
      from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Warrants or it may deposit the Escrow Warrants with the clerk of
      any
      appropriate court or it may retain the Escrow Warrants pending receipt of a
      final, nonappealable order of a court having jurisdiction over all of the
      parties hereto directing to whom and under what circumstances the Escrow
      Warrants are to be disbursed and delivered. The provisions of this Section
      5.2
      shall survive in the event the Escrow Agent resigns or is discharged pursuant
      to
      Sections 5.5 or 5.6 below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.3 Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimbursement from the Company for all expenses paid or incurred by it in
      the
      administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

    


    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Insider
      Purchasers shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

    


    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company, the Escrow Warrants held
      hereunder. If no new escrow agent is so appointed within the 60 day period
      following the giving of such notice of resignation, the Escrow Agent may deposit
      the Escrow Warrants with any court it reasonably deems appropriate.

    


    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5.

    


    5.7 Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

    


    5.8 Waiver.
      Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives
      any and all right, title, interest or claim of any kind (“Claim”) in or to any
      distribution of the Trust Account, and hereby agrees not to seek recourse,
      reimbursement, payment or satisfaction for any Claim against the Trust Account
      for any reason whatsoever.

    


    6. Miscellaneous.

    


    6.1 Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction. Each
      of
      the parties hereby agrees that any action, proceeding or claim against it
      arising out of or relating in any way to this Agreement shall be brought and
      enforced in the courts of the State of New York or the United States District
      Court for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    6.2 Third
      Party Beneficiaries.
      The
      Insider Purchasers hereby acknowledge that the Underwriters are third party
      beneficiaries of this Agreement and this Agreement may not be modified or
      changed without the prior written consent of Lazard.

    


    6.3 Entire
      Agreement.
      This
      Agreement together with the Insider Letters contain the entire agreement of
      the
      parties hereto with respect to the subject matter hereof and, except as
      expressly provided herein, may not be changed or modified except by an
      instrument in writing signed by the party to the charged. This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original, and together shall constitute one and the same
      instrument. 


    6.4 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

    


    6.5 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

    


    6.6 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

    


    
      	 	 	
              If
                to the Company, to:

            


    

    


    Polaris
      Acquisition Corporation

    2200
      Fletcher Avenue, 4th
      Floor

    Fort
      Lee,
      New Jersey 07024

    Attn: 

    


    If
      to the
      Insider Purchasers, to their addresses set forth in Exhibit A.

    


    and
      if to
      the Escrow Agent, to:

    


    Contiental Stock
      Transfer & Trust Company
                17
      Battery
      Place
                New
      York, New York
      10004

    Attn: Chairman

    


    A
      copy of
      any notice sent hereunder shall be sent to:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
       David
      Alan Miller, Esq.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    and:

    


    Lazard
      Capital Markets LLC

    30
      Rockefeller Plaza

    New
      York,
      NY 10020 

    Attn:

    


    and:

    


    Kramer
      Levin Naftalis & Frankel LLP

    1177
      Avenue of the Americas

    New
      York,
      New York 10036

    Attn: Christopher
      S. Auguste, Esq.

     


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

    


    6.7 Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the Prospectus
      and a
      liquidation and dissolution of the Company is effectuated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    WITNESS
      the execution of this Agreement as of the date first above written.

    


    POLARIS
      ACQUISITION CORPORATION

    


    


    


    By:
       ______________________________  

     

     

    INSIDER
      PURCHASERS:

    


    BYRON
      BUSINESS VENTURES XX, LLC

    


    


    By:
       ______________________________  

    Name:

    Title:

    


    PRAESUMO
      PARTNERS, LLC

    


    


    By:
       ______________________________  

    Name:

    Title:

    


    MOORE
      HOLDINGS, LLC

    


    


    By:
       ______________________________  

    Name:

    Title:

    


    VINCO
      VINCERE VICI VICTUM LLC

    


    


    By:
       ______________________________  

    Name:

    Title:

    


    ______________________________  

    David
      Palmer

    


    MERITAGE
      FARMS LLC

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    By:
       ______________________________  

    Name:

    Title:

     

    


    CLOOBECK
      COMPANIES, LLC

    


    


    By:
       ______________________________  

    Name:

    Title:

    


    GRANITE
      CREEK PARTNERS, L.L.C.

    


    


    By:
       ______________________________  

    Name:

    Title:

    


    ROXBURY
      CAPITAL GROUP LLC INCENTIVE SAVINGS PLAN

    


    


    By:
       ______________________________    

                                                                                       
      Name:

    Title:

    


    


    ALERION
      EQUITIES, LLC

    


    


    By:
       ______________________________    

                                                                                                                   
      Name:

    Title:

    


    


    


    ODESSA,
      LLC

    


    


    By:
       ______________________________    

                                                                                       
      Name:

    Title:

     

    


    CONTINENTAL
      STOCK TRANSFER

    &
      TRUST COMPANY

    


    


    By:________________________________

    Name:
      

    Title:
      

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    
      	
              Name
                and Address of 

              Insider
                Purchaser 

            	
              Number
                

              of
                Warrants

            	
               

              Warrant
                Number

            	
              Date
                of 

              Subscription
                Agreement