EXHIBIT 4.4
WARRANT ASSUMPTION
AGREEMENT
THIS WARRANT ASSUMPTION
AGREEMENT (the
“Agreement”) is entered into and effective as of
December 16, 1999 by and between ActiveUSA.com, Inc., a
Delaware corporation (formerly known as RaceGate.com, Inc. and
referred to herein as the “Company”), ActiveUSA.com,
Inc., a Florida corporation (“Active-Florida”), and
as a holder of a Warrant to purchase shares of Common Stock of
Active-Florida (the “Warrant Holder”).
R E C I T A L
S
WHEREAS, the Company is acquiring
all of the outstanding shares of capital stock of Active-Florida by
way of a merger (the “ Merger ”) of
Active-Florida with and into the Company’s wholly-owned
subsidiary;
WHEREAS, as a result of the Merger
all of the outstanding shares of capital stock of Active-Florida
will be cancelled and extinguished and will be automatically
converted into the right to receive validly issued, fully paid and
non-assessable shares of the Company’s Common Stock based on
the Common Stock Exchange Ratio as defined in the Merger Agreement
and Plan of Reorganization dated November 17, 1999 by and
among the Company, Active-Florida and the signatories
thereto;
WHEREAS, Warrant Holder currently
has the right to purchase
shares of common stock of Active-Florida pursuant to a Warrant
dated
(the “Warrant”);
WHEREAS, in connection with the
Merger, the Company and the Warrant Holder have agreed to assume
the Warrant on the terms set forth herein;
NOW, THEREFORE, for good and
valuable consideration, receipt of which is hereby acknowledged,
the parties hereby agree as follows:
1. Assumption of
Warrant . The Company hereby agrees to assume the Warrant,
immediately following the Merger, subject to adjustment such that
following the assumption Warrant Holder shall have a right to
purchase
shares of the Company’s Common Stock, determined by
multiplying (a) the aggregate number of Active-Florida shares
subject to the original Warrant, by (b) the Common Stock
Exchange Ratio. The exercise price per share of the assumed Warrant
shall be $0.01 determined by dividing (a) the exercise price
per share of the original Warrant by (b) the Common Stock
Exchange Ratio.
2. Amendment of
Warrant . The merger shall be deemed to be a “Sale of
the Company” as that term is defined in Section 1.1(e)
of the Warrant and as such the Warrant is fully
exercisable.
3. Release of Rights under
Warrant . In consideration of the Company’s agreement
to assume the Warrant as set forth in Paragraph 1, Warrant
Holder hereby releases and surrenders any and all rights Warrant
Holder may have or acquire under the Warrant and any Holder may
otherwise have in connection with or relating to the issuance of
the Warrant or any equity interest in Active-Florida.
