<PAGE>
EXHIBIT 4.7
NUMBER UNITS
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
SEE REVERSE FOR CUSIP 91329L 20 5
CERTAIN DEFINITIONS
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE CLASS A REDEEMABLE WARRANT
This certifies that
Is the owner of Units
Each Unit ("Unit") consists of one (1) share of common stock, par value $0.0001
per share ("Common Stock"), of Unity Emerging Technology Venture One Ltd., a
Delaware corporation (the "Company"), and one (1) Class A Redeemable Warrant
(the "Class A Warrants") to purchase at $5.25 (subject to adjustment) one (1)
share of Common Stock and one (1) Class B Redeemable Warrant until 5:00 p.m.,
New York City Time, on _____________, 2006 (the "Expiration Date"). The Common
Stock and Class A Warrants comprising the Units represented by this certificate
are not transferable separately until ____________, 2001 unless GBI Capital
Partners Inc. ("GBI") informs the Company of GBI's decision to allow earlier
separate trading; provided, that in no event can the Common Stock and Class A
Warrants be traded separately until the Company files with the Securities and
Exchange Commission an audited balance sheet reflecting the Company's receipt of
proceeds from its initial public offering of the Units. The terms of the Class A
Warrants are governed by a Warrant Agreement between the Company and American
Stock Transfer & Trust Company, as Warrant Agent (the "Warrant Agent"), and the
Class A Warrants are subject to the terms and conditions contained therein, all
of which terms and conditions the holder of this certificate consents to by
acceptance hereof. Copies of the Warrant Agreement are on file at the office of
the Warrant Agent at 40 Wall Street, New York, New York 10005, and are available
to any Warrant holder on written request and without cost. The Class A Warrants
shall be void unless exercised before 5:00 p.m., New York City time, on the
Expiration Date.
Dated: UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
<TABLE>
<S> <C> <C>
COUNTERSIGNED: By: By:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Transfer Agent /s/Norman Leben /s/Lawrence Burstein
Authorized Officer SECRETARY PRESIDENT
</TABLE>
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
CORPORATE
SEAL
2000
DELAWARE
<PAGE>
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
The Corporation will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _________ Custodian _________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ___________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, ___________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Units represented by the within Certificate; and do hereby irrevocably
constitute and appoint _________________
_______________________________________________________________________Attorney
to transfer the said Units on the books of the within named Corporation with
full power of substitution in the premises.
Dated ____________________
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
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