Attached files
Exhibit 4.2
SECURITIES
SUBSCRIPTION AGREEMENT
DATE
Full
Throttle Indoor Kart Racing Inc.
1780 S.
Bellaire Street, Suite 835
Denver,
Colorado 80222
1. Full
Throttle Indoor Kart Racing, a Colorado corporation (the "Company"), has offered
for sale and the undersigned purchaser (the "Purchaser") hereby tenders this
subscription and applies for the purchase of ______ Shares of Common
Stock at the purchase price of $1.00 per Share (the
"Offering"). All
Proceeds will be released to Full Throttle upon receipt of the minimum offering
proceeds of $3,000,000 or returned to the investor if the minimum offering has
not been sold by the end of the offering period, INSERTDATE being one hundred
and twenty days from the date of the effective date of the prospectus period
unless all Shares are sold. Together with this Subscription
Agreement, the Purchaser is delivering to the Escrow Agent the full amount of
the purchase price by check or wire transfer of funds for the subscribed Shares
to:
LAND
TITLE GUARANTEE COMPANY
5975
Greenwood Plaza Blvd., Suite 125
Greenwood
Village, CO 80111
Key
Bank
ABA
# 3070 7026
7 Account 769681042982
Account
Name: Land Title as Escrow Agent for Full Throttle Indoor Kart Racing
Inc.
2. The
Offering is being conducted pursuant to a Registration Statement filed
under the Securities Act of 1933 (the Act) on Form S-1.
3. Representations and
Warranties of Purchaser. In order to induce the Company to accept this
subscription, the Purchaser hereby represents and warrants to, and covenants
with, the Company as follows:
A. The
Purchaser is purchasing the Shares for its own account for investment purposes
and not with a view towards distribution and has no present arrangement or
intention to sell the Common Stock;
B.
The
Purchaser is not an officer, director or “affiliate” (as that term is defined in
Rule 403 under the Act) of the Company;
D. The Purchaser has
received and carefully reviewed the Company's Prospectus dated
EFFECTIVEDATE;
E.
Except as set forth in the Prospectus, no representations or
warranties have been made to the Purchaser by the Company, or any agent,
employee or affiliate of the Company and in entering into this transaction the
Purchaser is not relying upon any information, other than the
Prospectus;
4. Non-Binding Until
Acceptance. The Purchaser understands
that this subscription is not binding upon the Company until the Company accepts
it, which acceptance is at the sole discretion of the Company and is to be
evidenced by the Company's execution of this Agreement where indicated. This
Agreement shall be null and void if the Company does not accept it as aforesaid.
Upon acceptance by the Company and receipt of the total purchase price, the
Company will issue one or more certificates for the full number of subscribed
Shares in the name of the Purchaser.
5. Governing
Law. This Agreement will be construed and
enforced in accordance with and governed by the laws of the State of Colorado,
except for matters arising under the Act, without reference to principles of
conflicts of law. Each of the parties consents to the exclusive jurisdiction and
venue of the federal courts whose districts encompass any part of the State of
Colorado or the state courts of the State of Colorado in connection with any
dispute arising under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.
IN
WITNESS WHEREOF, the Purchaser has executed this Securities Subscription
Agreement on the date set forth below.
(Print
Name of Subscriber)
By:
(Signature)
Print
Name &
Title:
(for corporate
subscribers)
Address
for Shareholder
Records:
Number of
Shares
Subscribed:
Purchase
Price (# of Shares x
$1.00)
The
foregoing Subscription is accepted this day of
_________, 2010 by:
FULL
THROTTLE INDOOR KART RACING Inc.
BY:
Richard
Herrera, President