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EXHIBIT 10.3
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
245 FIFTH AVENUE
SUITE 1600
NEW YORK, NEW YORK 10016
November __, 2000
[Name]
[Address]
Ladies and Gentlemen:
Unity Emerging Technology Venture One Ltd., a Delaware corporation
("Company"), has filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 (File No. 333-36754) ("Registration
Statement"), providing for the sale by the Company of Units ("Units"), each Unit
consisting of one share of common stock, par value $.0001 per share ("Common
Stock"), and one Class A Redeemable Warrant ("Warrants"). The purchasers of the
Units (and transferees of such securities) are herein referred to as the "New
Stockholders."
As a condition precedent to the execution of the Underwriting Agreement
in connection with the Registration Statement, the underwriters ("Underwriters")
are requiring all the stockholders of the Company owning Common Stock
immediately prior to the sale of the Units (collectively, the "Existing
Stockholders") to execute a copy of this letter and in the case of officers and
directors of the Company, a more stringent letter agreement.
In connection with a stockholder vote relating to the approval of any
business combination with a target business (as described in the Registration
Statement ("Business Combination")), the undersigned Existing Stockholder agrees
with respect to the shares of Common Stock now owned by him ("Private Shares")
to vote all of such shares of Common Stock in accordance with the vote of the
majority of all the shares voted by the New Stockholders with respect to such
Business Combination. The undersigned Existing Stockholder also waives any
conversion right he may have with respect to the Private Shares in connection
with any such Business Combination.
In connection with a liquidation of the Company due to the failure of
the Company to effect a Business Combination in accordance with the Company's
Certificate of Incorporation, as amended, the undersigned Existing Stockholder
agrees to use his best efforts to cause the Company to liquidate and with
respect to the Private Shares waives any and all rights to participate in any
distribution of cash, property or other assets relating to such a liquidation.
The undersigned Existing Stockholder agrees not to sell, transfer or
otherwise dispose of any Private Shares until the consummation of a Business
Combination.
The undersigned Existing Stockholder agrees that it does not have any
right, title, interest or claim of any kind ("Claim") in or to any monies in the
trust fund (as described in the Registration Statement ("Trust Fund")) as such
claim relates to ownership of Private Shares and hereby waives any Claim it may
have in the future as a result of, or, arising out of, any contracts
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[Name]
November ___, 2000
Page 2
or agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever except to the extent the undersigned Existing
Stockholder purchased Units and is deemed a New Stockholder with respect to such
Units.
The undersigned Existing Stockholder, acknowledges that the
Underwriters are intentional third party beneficiaries of this Agreement, that
this Agreement may be enforced by the Underwriters and that this Agreement
cannot be amended, waived or modified without the consent of the Underwriters.
The undersigned Existing Stockholder has full right and power, without violating
any agreement by which the undersigned Existing Stockholder is bound, to enter
into this letter agreement. The undersigned Existing Stockholder represents and
warrants to the Company and the Underwriters that it has no direct or indirect
affiliation or association with any NASD member, except as previously described
to the Underwriters. This Agreement shall be binding upon all successors and
assigns of the undersigned Existing Stockholder and the undersigned Existing
Stockholder acknowledges that any certificates representing shares of Common
Stock or Warrants shall be legended to reflect the terms of this Agreement.
If the foregoing is acceptable to you, please countersign this letter
in the space provided below for your signature, whereupon it shall become a
binding agreement between you and the Company as of the date first above
written.
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
By:
--------------------------------------
Lawrence Burstein, President
ACCEPTED AND AGREED:
By:
---------------------------
Print Name:
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UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
245 FIFTH AVENUE
SUITE 1600
NEW YORK, NEW YORK 10016
November ___, 2000
[Name]
[Address]
Dear ________:
Unity Emerging Technology Venture One Ltd., a Delaware corporation
("Company"), has filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 (File No. 333-36754) ("Registration
Statement"), providing for the sale by the Company of Units ("Units"), each Unit
consisting of one share of common stock, par value $.0001 per share ("Common
Stock"), and one Class A Redeemable Warrant ("Warrants"). The purchasers of the
Units (and transferees of such securities) are herein referred to as the "New
Stockholders."
As a condition precedent to the execution of the Underwriting Agreement
in connection with the Registration Statement, the underwriters ("Underwriters")
are requiring all officers and directors of the Company and their respective
affiliates (collectively, the "Company Principals") to execute a copy of this
letter.
In connection with a stockholder vote relating to the approval of any
business combination with a target business (as described in the Registration
Statement ("Business Combination")), the undersigned Company Principal agrees
with respect to the shares of Common Stock now owned by him ("Private Shares")
to vote all of such shares of Common Stock in accordance with the vote of the
majority of all the shares voted by the New Stockholders with respect to such
Business Combination. The undersigned Company Principal also waives any
conversion right he may have with respect to the Private Shares in connection
with any such Business Combination.
In connection with a liquidation of the Company due to the failure of
the Company to effect a Business Combination in accordance with the Company's
Certificate of Incorporation, as amended, the undersigned Company Principal
agrees to use his best efforts to cause the Company to liquidate and with
respect to the Private Shares waives any and all rights to participate in any
distribution of cash, property or other assets relating to such a liquidation.
The undersigned Company Principal agrees that it does not have any
right, title, interest or claim of any kind ("Claim") in or to any monies in the
trust fund (as described in the Registration Statement ("Trust Fund")) as such
claim relates to ownership of Private Shares and hereby waives any Claim it may
have in the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever except to the extent the undersigned Company Principal
purchased Units and is deemed a New Stockholder with respect to such Units. The
undersigned Company Principal agrees to indemnify and hold harmless the Trust
Fund against any and all loss, liability, claims, damage and expense whatsoever
(including, but not limited to, any and all legal or other
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[Name]
November ___, 2000
Page 2
expenses reasonably incurred in investigating, preparing or defending against
any litigation, commercial or threatened or any claim whatsoever) which the
Trust Fund may become subject as a result of any claim by any vendor or other
person who is owed money by the Company for services rendered or products sold,
or by any target business (as described in the Registration Statement).
In order to minimize potential conflicts of interest which may arise
from multiple affiliations, the undersigned Company Principal agrees to present
to the Company for its consideration, prior to presentation to any other person
or company, any suitable opportunity to acquire an operating business in the
target industry (as described in the Registration Statement). To further
minimize potential conflicts of interest, the undersigned Company Principal
further agrees that the Company is restricted from pursuing any transactions
with entities affiliated with an officer or director of the Company without the
prior approval of a majority of its disinterested directors.
The undersigned Company Principal will not be entitled to receive and
will not accept any compensation for services rendered to the Company prior to
the consummation of a Business Combination; provided, however, (i) the
undersigned Company Principal shall be entitled to receive, upon consummation of
a Business Combination, commissions for monies raised by them for the Company in
connection with the Business Combination, at rates that are no less favorable to
the Company than those which the Company would pay to unaffiliated third
parties, (ii) that commencing the effective date of the Registration Statement,
Unity Venture Capital Associated Ltd. ("UVEA") shall be allowed to charge the
Company $5,000 per month to compensate it for the Company's use of UVEA's
offices, utilities and personnel and (iii) certain Company Principals have
received an aggregate of 150,000 Warrants. The undersigned Company Principal
shall also be entitled to reimbursement from the Company for out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.
The undersigned Company Principal acknowledges that the Underwriters
are intentional third party beneficiaries of this Agreement, that this Agreement
may be enforced by the Underwriters and that this Agreement cannot be amended,
waived or modified without the consent of the Underwriters. The undersigned
Company Principal has full right and power, without violating any agreement by
which the undersigned Company Principal is bound, to enter into this letter
agreement and to serve as an officer and/or director of the Company. The
undersigned Company Principal represents and warrants to the Company and the
Underwriters that it has no direct or indirect affiliation or association with
any NASD member, except as previously described to the Underwriters. This
Agreement shall be binding upon all successors and assigns of the undersigned
Company Principal and the undersigned Company Principal acknowledges that any
certificates representing Units, shares of Common Stock or Warrants shall be
legended to reflect the terms of this Agreement.
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[Name]
November ___, 2000
Page 3
If the foregoing is acceptable to you, please countersign this letter
in the space provided below for your signature, whereupon it shall become a
binding agreement between you and the Company as of the date first above
written.
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
By:
--------------------------------------
Lawrence Burstein, President
ACCEPTED AND AGREED:
By:
-------------------------
Print Name:
