Subscription Agreement
November __, 2007
To
the
Board of Directors of
Polaris
Acquisition Corporation:
Gentlemen:
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.
At
least
24 hours prior to the effective date of the registration statement filed
in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx (“GM”) to hold in a non-interest
bearing account until the Corporation consummates the IPO. Simultaneously
with
the consummation of the IPO, GM shall deposit the Purchase Price, without
interest or deduction, into the trust fund (“Trust Fund”) established by the
Corporation for the benefit of the Corporation’s public stockholders as
described in the Corporation’s Registration Statement, pursuant to the terms of
an Investment Management Trust Agreement to be entered into between the
Corporation and Continental Stock Transfer & Trust Company. In the event
that the IPO is not consummated within 14 days of the Purchase Price being
delivered to GM, GM shall return the Purchase Price to the undersigned, without
interest or deduction.
The
undersigned represents and warrants that it has been advised that the Insider
Warrants have not been registered under the Securities Act; that it is acquiring
the Insider Warrants for its account for investment purposes only; that it
has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that it is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”); and that it is
familiar with the proposed business, management, financial condition and
affairs
of the Corporation.
Moreover,
the undersigned agrees that it shall not sell or transfer the Insider Warrants
until 45 days after the Corporation consummates a merger, capital stock
exchange, asset acquisition or other similar business combination with an
operating business (“Business Combination”) and acknowledges that the Insider
Warrants will be held in escrow during such time period and the certificates
for
such Insider Warrants shall contain a legend indicating such restriction
on
transferability.
The
Corporation hereby acknowledges and agrees that it shall allow the undersigned
or its affiliates to exercise any Insider Warrants by surrendering such Insider
Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Insider Warrants, multiplied by the difference between the
Warrant exercise price and the “Fair Market Value” (defined below) by (y) the
Fair Market Value. The “Fair Market Value” shall mean the average reported last
sale price of the Common Stock for the 10 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to
holders of Warrant.
Each
of
the undersigned hereby waives any and all rights to assert any present or
future
claims, including any right of rescission, against the Company, Lazard or
the
other underwriters in the IPO with respect to their purchase of the Insider
Warrants, and each of the undersigned agrees to indemnify and hold the Company,
Lazard and the other underwriters in the IPO harmless from all losses, damages
or expenses that relate to claims or proceedings brought against the Company
or
such underwriters by the undersigned of the Insider Warrants or his transferees,
heirs, assigns or any subsequent holders of the Insider Warrants in respect
of
the transactions contemplated hereby.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original and all of which taken together
shall
constitute one and the same instrument. This Agreement or any counterpart
may be
executed via facsimile transmission, and any such executed facsimile copy
shall
be treated as an original.
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. 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.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of
Lazard.
| Very truly yours, | ||
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| By: | ||
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| Name: | ||
| Title: | ||
Agreed
to:
| Polaris Acquisition Corp. | |
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| By: | |
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| Name: | |
| Title: | |
| Xxxxxxxx Xxxxxx | |
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| By: | |
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| Name: | |
| Title: | |
| Lazard Capital Markets LLC | |
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| By: | |
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| Name: | |
| Title: | |
