REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2007, by and among Polaris Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
18,000,000 Units Polaris Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
Agreement made as of __________, 2007 between Polaris Acquisition Corp., a Delaware corporation, with offices at 2200 Fletcher Avenue, 4th Floor, Fort Lee, New Jersey 07024 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
This Agreement is made as of _____________, 2007 by and between Polaris Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
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”).
Subscription AgreementSubscription Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
The undersigned hereby subscribes for and agrees to purchase _________ Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of Polaris Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $__________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Lazard Capital Markets LLC (“Lazard”). The Insider Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
POLARIS ACQUISITION CORP.Polaris Acquisition Corp. • November 29th, 2007 • Blank checks
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
STOCK 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 “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
