Exhibit 99.1

EXHIBIT F

Term Sheet for Parent Shareholders' Agreement¹

Parties	●	Polaris Acquisition Corp.("Parent"), as the surviving
		corporation in the merger of Hughes Telematics, Inc. (the
		"Company") with and into Parent pursuant to the Amended
		and Restated 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 Common Shareholders").
	●	The entities and individuals who purchase shares of the
		Company Series B Preferred Stock pursuant to that certain
		Stock Purchase Agreement, dated as of March 12, 2009 (the
		“Series B Stock Purchase Agreement”), (which may be
		expanded before the Closing without the consent of Parent to
		include such persons who may hereafter become preferred
		equityholders of the Company and agree to the terms of this
		agreement) (the "Company Preferred Shareholders").
	●	Byron Business Ventures XX, LLC, Praesumo Partners, LLC,
		Moore Holdings, LLC, Vinco Vincere Vici Victum LLC,
		David F. Palmer, Meritage Farms LLC, Cloobeck Companies,
		LLC, Granite Creek Partners, L.L.C., Hartz Capital
		Investments LLC, Odessa, LLC and Roxbury Capital Group
		LLC Incentive Savings Plan (together, the "Founders").
Transfer Restrictions
Company Common	●	Each Company Common Shareholder agrees not to sell,
Shareholders Transfer		transfer or otherwise dispose of, directly or indirectly, any
Restrictions		Common 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 a Company Common Shareholder or a member of a
		Company Common Shareholder's immediate family, (ii) by
1 Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Second Amended and Restated Agreement and Plan of Merger, by and between Polaris and the Company, dated as of March 12, 2009 (the "Amended and Restated Merger Agreement").

		virtue of the laws of descent and distribution upon death of
		any Company Common 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.
	●	Each Company Common Shareholder agrees not to sell,
		transfer or otherwise dispose of, directly or indirectly, any
		Common Escrowed Earnout Shares (or Converted Option
		Shares underlying Earnout Options) until (a) with respect to
		such shares released from escrow upon the achievement of the
		First Target between the first and second anniversaries
		(including the second anniversary) of the Closing Date, 12
		months following the distribution to shareholders of such
		shares from escrow and (b) with respect to such shares
		released from escrow upon the achievement of the First
		Target (after the second anniversary of the Closing Date), the
		Second Target and the Third Target, the earlier of (i) 6 months
		following the distribution to shareholders of such shares from
		escrow or (ii) the fifth anniversary of the Closing Date.
Company Preferred	●	Each Company Preferred Shareholder agrees not to sell,
Shareholders Transfer		transfer or otherwise dispose of, directly or indirectly, any
Restrictions		Preferred Transaction Shares for 6 months post-Closing
		(provided that (a) all Company Common Shareholders,
		Founders and all officers and directors of Parent (each, a
		"Lockup Party") shall have agreed to be at least as restricted
		with respect to the sale, transfer or other disposition of such
		persons' securities in Parent and (b) Parent will promptly
		provide notice to each Company Preferred Shareholder of any
		discretionary waiver or early termination of the lockup of any
		Lockup Party and cause each Company Preferred Shareholder
		to receive, on a proportionate basis, the benefit of any such
		waiver or termination), except (i) by gift to a member of such
		shareholder's immediate family or to a trust, the beneficiary of
		which is a Company Preferred Shareholder or a member of a
		Company Preferred Shareholder's immediate family, (ii) by
		virtue of the laws of descent and distribution upon death of
		any Company Preferred Shareholder, (iii) to an Affiliate or
		(iv) 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. For
		purposes of the foregoing, "Affiliate" means, with respect to a
		Company Preferred Shareholder, (A) any other person or
		entity which directly, or indirectly through one or more

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		intermediaries, controls, or is controlled by, or is under
		common control with, such Company Preferred Shareholder,
		and (B) any person or entity who shares a common investment
		advisor. The term "control" (including the terms
		"controlling," "controlled by" and "under common control
		with") as used with respect to any person or entity means the
		possession, direct or indirect, of the power to direct or cause
		the direction of the management and policies of such person
		or entity, whether through the ownership of voting securities,
		by contract or otherwise.2
	●	No additional transfer restrictions on Preferred Escrowed
		Earnout Shares.
Founders Restrictions	●	Subject to the immediately succeeding bullet and Section
		2.8(b) of the Parent Disclosure Statement, 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.
	●	Each Founder agrees not to sell, transfer or otherwise dispose
		of, directly or indirectly, any Escrowed Sponsor Earnout
		Shares until (a) with respect to such shares released from
		escrow upon the achievement of the First Target between the
		first and second anniversaries (including the second
		anniversary) of the Closing Date, 12 months following the
		distribution to the Founders of such shares from escrow and
		(b) with respect to such shares released from escrow upon the
		achievement of the First Target after the second anniversary
		of the Closing Date, the earlier of (i) 6 months following the
		distribution to the Founders of such shares from escrow or (ii)
		the fifth anniversary of the Closing Date.
Governance
Voting of Escrowed Shares	●	For any matters brought to a vote of the Parent shareholders
		during such time when any Escrowed Earnout Shares or
		Escrowed Sponsor Earnout Shares remain in escrow, each
2  Definition of "Affiliate" may need to be revised for other uses of the term within the Shareholders' Agreement.

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		Company Common Shareholder, Company Preferred
		Shareholder and Founder shall be entitled to vote such shares
		without restriction (i.e., as if all such shares had been released
		from escrow).
	●	The Company Common 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
			●    Jeff Leddy
		●	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):
			●    Marc Byron
		●	In addition, 2 persons who are considered "independent"
			under applicable stock exchange rules shall be designated
			mutually by the Board and the Escrow Representative. For
			the avoidance of doubt, such right of designation shall not
			apply to Company Preferred Stockholders.
Founder Board Nominations	●	In the event of the death, disability, disqualification,
		resignation or removal of Marc Byron, 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

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		exchange or stock market rule.
	●	All of the parties to the Shareholders' Agreement who are
		entitled to designate directors of the Board shall agree to vote
		their shares in favor of Marc Byron 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. For the avoidance of doubt, the foregoing
		voting agreement does not apply to Company Preferred
		Shareholders.
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, each Company Common
		Shareholder and each Founder agrees to vote his, her or its
		respective shares of Parent voting stock to effect a Board that
		at all times includes Marc Byron 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
		Amended and Restated Merger Agreement). For the
		avoidance of doubt, the foregoing voting agreement does not
		apply to Company Preferred Shareholders.
Registration Rights
Registration Rights of the	●	The following registration rights shall extend to (A) the
Company Common		Company Common Shareholders, with respect to their Parent
Shareholders, the Company		common stock, (B) the Company Preferred Shareholders, with
Preferred Shareholders and		respect to their Parent common stock and (C) the Founders,
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 Common
		Shareholders, the Company Preferred Shareholders and the
		Founders, together with any shares of Parent common stock
		issued in respect thereof upon a stock split, distribution or
		otherwise, 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

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		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; provided that if, within four (4) years after the date of
		Shareholders' Agreement, any shares of Parent common stock
		cease to be Registrable Securities by virtue of (d) above and
		Rule 144 subsequently becomes unavailable to permit the sale
		thereof, such shares shall once again be considered
		Registrable Securities. If, four (4) years after the date of
		Shareholders' Agreement, any shares of Parent common stock
		cease to be Registrable Securities by virtue of (d) above and
		Rule 144 subsequently becomes unavailable to permit the sale
		thereof, such shares shall not be Registrable Securities.
	●	This agreement shall replace (A) all existing registration
		rights that the Company Common Shareholders may have
		with respect to the Company and (B) the Founders' existing
		registration rights with Parent.
	●	Except as provided below under Shelf Rights, the registration
		rights of the Company Common Shareholders, the Company
		Preferred 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
		Common Shareholders, the Company Preferred Shareholders
		or the Founders, as the case may be, each of (a) the Company
		Common Shareholders (as a group as determined by a
		majority-in-interest of such holders' Parent securities), (b) the
		Company Preferred Shareholders (as a group as determined
		by the Majority Purchasers (as such term is defined in the
		Series B Stock Purchase Agreement)) and (c) the Founders (as
		a group as determined by a majority-in-interest of such
		holders' Parent securities) 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, more than two (2) Demand Registrations
		initiated by the Company Preferred Shareholders or more than
		four (4) Demand Registrations initiated by the Company
		Common Shareholders or (ii) effect a Demand Registration
		(x) requested by the Founders if such Founders request a

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		registration of shares with a value of less than $2,000,000 or
		(y) requested by the Company Common Shareholders if such
		Company Common 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 of such holders' Parent securities or, in the case of the
		Company Preferred Shareholders, the Majority Purchasers (as
		such term is defined in the Series B Stock Purchase
		Agreement)) 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).
	●	Underwriter: Following the date that is 12 months after the
		Closing Date, the Majority Purchasers (as such term is defined
		in the Series B Stock Purchase Agreement) 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 Common Shareholders, Company
		Preferred 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 Common Shareholders, the Company Preferred
		Shareholders or the Founders, as the case may be); provided
		that they shall have no piggyback rights (i) for registration
		statements filed on Form S-8 or otherwise in connection with
		any employee stock option or other benefit plan, (ii) for
		registration statements filed on Form S-4 or otherwise for an
		exchange offer or offering of securities solely to the Parent's
		existing stockholders, (iii) for an offering of debt that is
		convertible into equity securities of the Parent, (iv) for a

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	dividend reinvestment plan or (v) in the case of the Company
	Common Shareholders and the Founders, for a shelf
	registration initiated by or on behalf of the Company
	Preferred Shareholders.
●	Notice: Parent shall give notice of an intended registered
	offering to the Company Common Shareholders, the
	Company Preferred Shareholders and Founders as soon as
	practicable, but no less than 15 business days prior to
	anticipated filing date (after which such holders shall have at
	least 10 business days to respond).
●	Cutbacks: Cutbacks will be permitted in an underwritten
	offering if the underwriter determines in good faith that
	selling the dollar amount or 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, first, to the shares being sold by
	Parent, second, to the Company Preferred Shareholders, third,
	to the Company Common Shareholders, and, fourth, to 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 Common Shareholders,
	the Company Preferred Shareholders or the Founders, priority
	shall be, first, to those other shareholders, second, to the
	Company Preferred Shareholders, third, to the Company
	Common Shareholders, and, fourth, to 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 Common
	Shareholders, the Company Preferred Shareholders or the
	Founders pursuant to a Demand Notice, then priority shall be
	to the demanding party, then to the non-demanding parties in
	the same order of priority set forth above, 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
	another 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.

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	●	Withdrawal: Any Company Common Shareholder, Company
		Preferred Shareholder or Founder may withdraw from a
		piggyback registration at any time prior to the effective date
		of the registration statement. Parent shall be responsible for
		all expenses relating to withdrawn registrations.
Shelf Rights	●	Availability to Company Common Shareholders and
		Founders: Shelf registration rights shall be available to the
		Company Common Shareholders (as a group as determined
		by a majority-in-interest of such holders' Parent securities)
		and the Founders (as a group as determined by a majority-in-
		interest of such holders' Parent securities) 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 Common Shareholders or the Founders, as the
		case may be). The number and frequency of takedown
		demands (a "Shelf Notice") to which the Company Common
		Shareholders (as a group as determined by a majority-in-
		interest of such holders' Parent securities) and the Founders
		(as a group as determined by a majority-in-interest of such
		holders' Parent securities) 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
		Common Shareholders).
	●	Availability to Company Preferred Shareholders: Following
		the Closing, the Company shall file a shelf registration
		statement covering all of the Company Preferred
		Shareholders' Registrable Securities and cause it to be
		declared effective, and to have such shares listed for trading
		on the Company's primary exchange (to the extent it is
		permitted to do so under applicable listing requirements and
		guidelines), on or prior to the date that is six (6) months after
		the Closing (the "Effectiveness Deadline"). If the Company
		fails to cause a registration statement covering all of the
		Company Preferred Shareholders' Registrable Securities to be
		declared effective and to have such shares listed for trading
		(to the extent it is permitted to do so under applicable listing
		requirements and guidelines) as of the Effectiveness Deadline
		(an "Effectiveness Failure"), within three business days
		following the Effectiveness Deadline and on the last business
		day of each 30-day period thereafter, until such time as such

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		registration statement is declared effective and such shares are
		listed for trading, the Company shall pay to each Company
		Preferred Shareholder, an amount in cash and/or, at the
		Company’s option additional shares of Parent common stock
		(based on the Fair Market Value thereof) equal to (a) 1% of
		the Fair Market Value of one share of Parent common stock,
		multiplied by (b) the number of shares of Registrable
		Securities held by such Company Preferred Shareholder,
		further multiplied by, if applicable (c) a fraction, the
		numerator of which is the number of days which have elapsed
		during such 30-day period, and the denominator of which is
		30. Parent shall not be required to effect a shelf takedown
		through an underwritten offering. For purposes hereof, “Fair
		Market Value” means (i) for purposes of clause (a) above and
		calculating the penalty amount, $10, and (ii) if the Company
		elects to pay any portion of such penalty in additional shares
		of Parent common stock, then the average closing price of a
		share of Polaris common stock as reported on the principal
		exchange, electronic trading network or recognized quotation
		system on which the Parent common stock is then listed or
		quoted over the ten trading days ending on, as the case may
		be, the 6-month anniversary of the closing of the merger, the
		last business day of each 30-day period thereafter or the date
		the registration statement is declared effective. In the event
		the shares are not listed for trading on an exchange or quoted
		on an electronic trading network or recognized quotation
		system, the Fair Market Value shall be determined in good
		faith by the Board of Directors, subject to reasonable and
		customary appraisal rights of the Company Preferred
		Shareholders.
Registration Procedures;	●	The registration procedures and indemnification applicable to
Indemnification and		registrations hereunder shall be acceptable to the Company
Contribution		Preferred Shareholders and at least as favorable to the holders
		of Registrable Securities as set forth in Sections 3 and 4 of the
		Founders Registration Rights Agreement and at least as
		favorable to the holders of Registrable Securities as set forth
		in Sections 7 and 9 of the Company Amended and Restated
		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

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		agreement or the transactions contemplated hereby.
Termination	●	This agreement shall terminate (a) with respect to the
		Company Common Shareholders and the Company Preferred
		Shareholders, on the date when the Company Common
		Shareholders and the Company Preferred Shareholders, as a
		group, 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 any case, (i) the
		registration rights of the Company Common Shareholders and
		Company Preferred Shareholders shall survive until the
		Company Common Shareholders and Company Preferred
		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 related indemnification provisions shall
		survive any termination, and (ii) the right to vote escrowed
		shares shall survive any termination.

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