DO NOT PURPORT TO BE ALL INCLUSIVE OR TO CONTAIN ALL
INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING THE COMPANY.
EACH INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE COMPANY AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN
INVESTMENT DECISION REGARDING THE SECURITIES. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
2
PROSPECTIVE SUBSCRIBERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS SUBSCRIPTION
AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF
ITS OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. EACH
PROSPECTIVE SUBSCRIBER SHOULD CONSULT SUBSCRIBER'S OWN COUNSEL, ACCOUNTANT AND
OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED
MATTERS CONCERNING SUBSCRIBER'S PROPOSED INVESTMENT.
UNIVERSAL TECHNOLOGY SYSTEMS CORP. (THE "COMPANY") EXTENDS TO SUBSCRIBER THE
OPPORTUNITY, PRIOR TO THE CONSUMMATION OF THE SALE OF THE SECURITIES, TO ASK
QUESTIONS OF, AND RECEIVE ANSWERS FROM, REPRESENTATIVES OF THE COMPANY
CONCERNING THE SECURITIES, AND TO OBTAIN ANY ADDITIONAL INFORMATION HE OR SHE
MAY CONSIDER NECESSARY IN MAKING AN INFORMED INVESTMENT DECISION OR IN ORDER TO
VERIFY THE ACCURACY OF THE INFORMATION CONTAINED HEREIN, TO THE EXTENT THAT THE
COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT
OR EXPENSE AND CAN MAKE SUCH INFORMATION AVAILABLE WITHOUT DIVULGING INFORMATION
DEEMED BY THE COMPANY, IN ITS ABSOLUTE DISCRETION, TO BE PROPRIETARY AND
CONFIDENTIAL.
THE INFORMATION IN THIS SUBSCRIPTION AGREEMENT IS CONFIDENTIAL AND PROPRIETARY
TO THE COMPANY AND IS BEING SUBMITTED TO PROSPECTIVE SUBSCRIBERS IN THE COMPANY
SOLELY FOR SUCH SUBSCRIBER'S CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING
THAT, WITHOUT THE PRIOR EXPRESS WRITTEN PERMISSION OF THE COMPANY, SUCH PERSONS
WILL NOT RELEASE THIS SUBSCRIPTION AGREEMENT OR DISCUSS THE INFORMATION
CONTAINED HEREIN OR MAKE REPRODUCTIONS OF OR USE THIS SUBSCRIPTION AGREEMENT FOR
ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE SECURITIES OF
THE COMPANY. A PROSPECTIVE SUBSCRIBER, BY ACCEPTING DELIVERY OF THIS
SUBSCRIPTION AGREEMENT, AGREES PROMPTLY TO RETURN TO THE COMPANY THIS
SUBSCRIPTION AGREEMENT AND ANY OTHER DOCUMENTS OR INFORMATION FURNISHED IF THE
PROSPECTIVE SUBSCRIBER ELECTS NOT TO PURCHASE ANY OF THE SHARES OFFERED HEREBY.
FOR RESIDENTS OF ALL STATES:
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
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SUBSCRIPTION AGREEMENT
The undersigned (the "Subscriber") hereby subscribes to purchase from Universal
Technology Systems Corp. a Florida corporation (the "Company") $0.0001 par value
per share Common Stock (the "Common Stock") at an offering price of $0.001 per
share (the "Offering"). Shares of Common Stock are sometimes referred to as