EXHIBIT F Term Sheet for Parent Shareholders’ Agreement1

EXHIBIT F

Term Sheet for Parent Shareholders’ Agreement¹


Parties	•	Polaris Acquisition Corp. (“Parent”), as the surviving
		corporation in the merger of Xxxxxx Telematics, Inc. (the
		“Company”) with and into Parent pursuant to the Merger
		Agreement.

	•	Communications Investors LLC (“Apollo”), who shall serve
		as the Escrow Representative.

	•	the entities and individuals listed on Schedule I hereto (which
		may be expanded before the Closing without the consent of
		Parent to include such persons who may hereafter become
		equityholders of the Company and agree to the terms of this
		agreement) (the “Company Shareholders”).

	•	Xxxxx Business Ventures XX, LLC, Praesumo Partners, LLC,
		Xxxxx Holdings, LLC, Vinco Vincere Vici Victum LLC,
		Xxxxx X. Xxxxxx, Meritage Farms LLC, Cloobeck Companies,
		LLC, Granite Creek Partners, L.L.C., Xxxxx Capital
		Investments LLC, Odessa, LLC and Roxbury Capital Group
		LLC Incentive Savings Plan (together, the “Founders”).

*Transfer Restrictions*

Company Shareholders	•	Each Company Shareholder agrees not to sell, transfer or
Transfer Restrictions		otherwise dispose of, directly or indirectly, any Transaction
		Shares or Converted Option Shares underlying Converted
		Options, in each case for 24 months post-Closing, except (i)
		by gift to a member of such shareholder’s immediate family
		or to a trust, the beneficiary of which is an Company
		Shareholder or a member of an Company Shareholder’s
		immediate family, (ii) by virtue of the laws of descent and
		distribution upon death of any Company Shareholder, or (iii)
		pursuant to a qualified 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 the Shareholders’ Agreement.

¹ Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Agreement and Plan of Merger, by and between Polaris and the Company, dated as of June 13, 2008 (the “Merger Agreement”).

	•	Each Company Shareholder agrees not to sell, transfer or
		otherwise dispose of, directly or indirectly, any Escrowed
		Earnout Shares (or Converted Option Shares underlying
		Earnout Options) until, with respect to any such share, the
		earlier of (a) 12 months following the distribution to
		shareholders of shares from escrow with respect to the
		applicable Tranche or (B) the end of the measurement period
		during which the applicable milestone (with respect to
		applicable Tranche) was achieved.


Founders Restrictions	•	The Parent common stock and the warrants to purchase Parent
		common stock (the “Parent Warrants”) that are owned by the
		Founders and held in escrow pursuant to the Stock Escrow
		Agreement and the Warrant Escrow Agreement, both dated as
		of January 11, 2008, by and among Parent, certain of the
		Founders and Continental Stock Transfer & Trust Company
		(the “Founders Escrow Agreements”) shall continue to be
		subject to the restrictions and other provisions of the Founders
		Escrow Agreements and shall be released to the Founders as
		and when provided for under the Founders Escrow
		Agreements.

*Governance*

Voting of Escrowed Shares	•	For any matters brought to a vote of the Parent shareholders
		during such time when any Escrowed Earnout Shares remain
		in escrow, the Company Shareholders shall be entitled to vote
		such Escrowed Earnout Shares without restriction.

	•	The Company Shareholders may vote the Escrowed
		Indemnity Shares without restriction.


Initial Composition of the	•	Simultaneously with the Closing, the Board shall be expanded
Board of Directors of Parent		to 9 members and shall initially consist of the following
(the “Board”)		members:

		•		The following 1 person designated by Apollo prior to
				Closing (or such other person as Apollo shall designate
				prior to the Closing):

			•	Xxxx Xxxxx

		•		5 persons to be designated by Apollo prior to Closing, at
				least one of whom shall be considered “independent”
				under applicable stock exchange rules.

		•		The following 1 person who is currently on the Board (or
				such other person as the Board shall designate prior to the
				Closing who is reasonably acceptable to the Escrow
				Representative):

			•	Xxxx Xxxxx

		•		In addition, 2 persons who are considered “independent”
				under applicable stock exchange rules shall be designated
				mutually by the Board and the Escrow Representative.

Founder Board Nominations	•	In the event of the death, disability, disqualification,
		resignation or removal of Xxxx Xxxxx, or his failure to be
		elected, in each case, prior to the expiration of the Escrow
		Period, Parent shall nominate for election to the Board a
		replacement (the “Replacement Director”) designated by the
		Founders (as determined by a majority-in-interest (based on
		fully-diluted ownership of Parent common stock from time to
		time) of the Founders), who shall be entitled to serve until the
		expiration of the Escrow Period. Such Replacement Director
		shall meet any applicable requirements or qualifications under
		applicable law, stock exchange rules and Parent
		organizational documents to be a member of the Board.
		Nothing herein shall be deemed to require that any party
		hereto, or any affiliate thereof, act or be in violation of any
		applicable provision of law, legal duty or requirement or stock
		exchange or stock market rule.

	•	All of the parties to the Shareholders’ Agreement who are
		entitled to vote with respect to the election of directors of the
		Board shall agree to vote their shares in favor of Xxxx Xxxxx
		or the Replacement Director until the earlier of (x) the
		termination of the Escrow Period and (y) the date when the
		Founders hold less than 50% of the outstanding Parent
		common stock held by the Founders at the Closing.

Unaffiliated Directors	•	For so long as any Escrowed Earnout Shares or Escrowed
		Indemnity Shares remain in escrow (the “Escrow Period”)
		pursuant to the Escrow Agreement, the Board shall at all
		times include Xxxx Xxxxx or the Replacement Director or, if
		no such person is still a member of the Board, at least one
		Unaffiliated Director (as defined in Section 7.6 of the Merger
		Agreement).

*Registration Rights*

Registration Rights of the	•	The following registration rights shall extend to (A) the
Founders and Company		Company Shareholders, with respect to their Parent common
Shareholders		stock, and (B) the Founders, with respect to their Parent
		common stock, Parent Warrants and shares of Parent common
		stock underlying the Parent Warrants (such securities of the
		Company Shareholders and the Founders, together, the
		“Registrable Securities”). As to any particular Registrable
		Securities, such securities shall cease to be Registrable
		Securities when: (a) a Registration Statement with respect to
		the sale of such securities shall have become effective under
		the Securities Act and such securities shall have been sold,
		transferred, disposed of or exchanged in accordance with such
		Registration Statement; (b) such securities shall have been
		otherwise transferred, new certificates for them not bearing a
		legend restricting further transfer shall have been delivered by
		Parent and subsequent public distribution of them shall not
		require registration under the Securities Act; (c) such
		securities shall have ceased to be outstanding; or (d) the
		Registrable Securities are saleable under Rule 144 and not
		subject to the volume restrictions therein.

	•	This agreement shall replace (A) all existing registration
		rights that the Company Shareholders may have with respect
		to the Company and (B) the Founders’ existing registration
		rights with Parent.

	•	The registration rights of the Company Shareholders and the
		Founders shall be subject to the transfer restrictions on each
		such holder’s Parent securities referenced herein, and no
		registration rights shall be available for any securities prior to
		the expiry of such transfer restrictions with respect to such
		securities.

Demand Rights	•	Availability: Beginning after the expiry of the transfer
		restrictions applicable to the given securities of the Company
		Shareholders’ or the Founders, as the case may be, the
		Company Shareholders (as a group as determined by a
		majority-in-interest) and the Founders (as a group as
		determined by a majority-in-interest) may issue to Parent a
		written request (a “Demand Notice”) that Parent effect the
		registration of all or any portion of their Registrable Securities
		(a “Demand Registration”). Parent shall not be required to (i)
		effect more than two (2) Demand Registrations initiated by
		the Founders or more than four (4) Demand Registrations
		initiated by the Company Shareholders or (ii) effect a Demand
		Registration (x) requested by the Founders if such Founders

		request a registration of shares with a value of less than
		$2,000,000 or (y) requested by the Company Shareholders if
		such Company Shareholders request a registration of shares with a value of less than $20,000,000.


	•	Cutbacks: See “Cutbacks” under “Piggyback Rights.”

	•	Withdrawal: The demanding party (based on the majority-in-
		interest) may withdraw the Demand Notice at any time prior
		to the effective date of the registration statement filed in
		response to such Demand Notice if (a) it disapproves of the
		terms of any underwriting or (b) it is not entitled to include all
		of its requested Registrable Securities in the offering. Parent
		shall be responsible for all expenses relating to withdrawn
		registrations.

	•	Underwriter: Following the date that is 24 months after the
		Closing Date, the holders of (A) a majority of Registrable
		Securities or (B) the Founders as a group, provided that their
		demand relates to Registrable Securities with a value of
		$20,000,000 or more, may elect to have an underwritten
		offering, and may select an underwriter mutually agreed upon
		with Parent (subject to both parties acting reasonably).

Piggyback Rights	•	Availability: Company Shareholders and the Founders shall
		have unlimited piggyback rights (including with respect to
		Demand Registrations initiated hereunder) (beginning after
		the expiry of the transfer restrictions applicable to the given
		securities of the Company Shareholders’ or the Founders, as
		the case may be), provided that they shall have no piggyback
		rights for registration statements (i) filed on Form S-8 or
		otherwise in connection with any employee stock option or
		other benefit plan, (ii) filed on Form S-4 or otherwise for an
		exchange offer or offering of securities solely to the
		Company’s existing stockholders, (iii) for an offering of debt
		that is convertible into equity securities of the Company or
		(iv) for a dividend reinvestment plan.

	•	Notice: Parent shall give notice of an intended registered
		offering to the Company Shareholders and Founders as soon
		as practicable, but no less than 10 days prior to anticipated
		filing date (after which such holders shall have 5 days to
		respond).

	•	Cutbacks: Cutbacks will be permitted in an underwritten
		offering if the underwriter determines in good faith that
		selling the number of shares requested to be included in the

		offering would materially and adversely affect the initial
		requesting party’s ability to sell the shares at the desired
		offering price. If the offering is for Parent’s account, then
		priority will be given to the shares being sold by Parent, then
		to the Company Shareholders and the Founders (pro rata
		based on the number of shares that each elects to include in
		the registration), then to other holders of Parent shares. If the
		offering is initiated by Parent shareholders other than the
		Company Shareholders or the Founders, priority shall be to
		those other shareholders, then to the Company Shareholders
		and the Founders (pro rata based on the number of shares that
		each elects to include in the registration), then to the shares
		being sold by Parent. If the offering is initiated by the
		Company Shareholders or the Founders pursuant to a Demand
		Notice, then priority shall be to the demanding party, then to
		the non-demanding party (i.e. the Company Shareholders or
		the Founders), then to shares being sold by Parent, and then to
		other shareholders; provided that in the case of a demand by
		either party with respect to which the other party has
		exercised piggyback rights, if the underwriter has determined
		there should be a cutback, the party exercising piggyback
		rights may convert its piggyback election to a demand, such
		that the converting party and the demanding party will be
		treated pro rata in such cutback (based on the number of
		shares that each elects to include in the registration); provided
		further that in the event a party converts a piggyback election
		to demand election, such conversion shall be counted as a
		demand.

	•	Withdrawal: Any Company Shareholder or Founder may
		withdraw from a piggyback registration at any time. Parent
		shall be responsible for all expenses relating to withdrawn
		registrations.


Shelf Rights	•	Availability: Shelf registration rights shall be available to the
		Company Shareholders (as a group as determined by a
		majority-in-interest) and the Founders (as a group as
		determined by a majority-in-interest) after such time as Parent
		becomes S-3 eligible (and beginning after the expiry of the
		transfer restrictions applicable to the given securities of the
		Company Shareholders’ or the Founders, as the case may be).
		The number and frequency of takedown demands (a “Shelf
		Notice”) to which the Company Shareholders (as a group as
		determined by a majority-in-interest) and the Founders (as a
		group as determined by a majority-in-interest) are entitled
		shall be the same as the entitlement for demand registrations.

		Parent shall not be required to effect a shelf registration
		through an underwritten offering. Parent shall not be required
		to give effect to a Shelf Notice if (a) Form S-3 is not available
		for such an offering or (b) the holders requesting participation
		in the offering propose to sell securities valued at less than
		$2,000,000 (with respect to the Founders) or $20,000,000
		(with respect to the Company Shareholders).


Registration Procedures;	•	The registration procedures and indemnification applicable to
Indemnification and		registrations hereunder shall be substantially similar to the
Contribution		provisions in Sections 3 and 4 of the Founders Registration
		Rights Agreement.

*Other*

Charter and Bylaws	•	The parties shall take or cause to be taken all lawful action
		necessary to ensure at all times as of and following the
		Closing Date that the certificate of incorporation and by-laws
		of Parent are not inconsistent with the provisions of this
		agreement or the transactions contemplated hereby.


Termination	•	This agreement shall terminate (a) with respect to the
		Company Shareholders, on the date when the Company
		Shareholders hold less than 10% of the outstanding Parent
		common stock, and (b) with respect to all parties, on the date
		of a change of control of Parent, provided that, in either case,
		the registration rights of the Company Shareholders shall
		survive until the Company Shareholders no longer own any
		Parent common stock, and the registration rights of the
		Founders shall survive until the Founders no longer own any
		Parent common stock or Parent warrants, and the
		indemnification provisions shall survive any termination.

Schedule I

Company Shareholders

1.		Communications Investors LLC
2.		Xxxxxxx Xxxxx
3.		Xxxx Xxxxxxx
4.		Xxxxxx Xxxxx
5.		Xxxxx Xxxxxxxx
6.		Xxxxx Xxxx
7.		Xxxxxxx Xxxx
8.		Xxxxxxxxx Xxxxxx
9.		Xxx XxXxxxx
10.		Xxxxxx Xxxxxx
11.		Xxxxxxx Xxxx
12.		Xxxxx Xxxxxxxxx
13.		Xxxxxxx X. Xxxxx Grantor Retained Annuity Trust
14.		Xxxxxx Family LLC

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EXHIBIT F Term Sheet for Parent Shareholders’ Agreement1

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