THE COMPANY IF THE RECIPIENT DOES NOT
PURCHASE THE SECURITIES OFFERED HEREUNDER. ANY SUCH INQUIRIES OR REQUESTS FOR
ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE IN WRITING TO THE COMPANY AND
ADDRESSED AS FOLLOWS: ONTARGET360 GROUP INC. 2490 BLACK ROCK TURNPIKE #344,
FAIRFIELD, CT 06880, ATTN: HOWARD KAPLAN, CEO.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS
LEGAL, BUSINESS OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN
COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS
CONCERNING THIS INVESTMENT.
THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTIONS FOR THE SHARES AND
WARRANTS, IN WHOLE OR IN PART, AND TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS
THAN THE FULL AMOUNT OF SHARES AND WARRANTS SUBSCRIBED FOR BY SUCH INVESTOR, AND
THE OFFER OF THE SHARES AND WARRANTS MADE HEREBY IS SPECIFICALLY MADE SUBJECT TO
THE CONDITIONS SET FORTH HEREIN AND IN THE SUBSCRIPTION AGREEMENT.
THIS MEMORANDUM HAS BEEN PREPARED FOR THE EXCLUSIVE USE AND BENEFIT OF
PROSPECTIVE INVESTORS. UNDER NO CIRCUMSTANCES SHALL THIS MEMORANDUM CONSTITUTE
AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY UNLESS THE PROSPECTIVE
INVESTOR TO WHOM THIS MEMORANDUM IS GIVEN SATISFIES THE SUITABILITY STANDARDS
STATED HEREIN.
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BY ACCEPTING DELIVERY OF THIS MEMORANDUM, THE RECIPIENT AGREES TO RETURN THIS
MEMORANDUM AND ALL ENCLOSED DOCUMENTS TO THE COMPANY AT THE ADDRESS STATED
ABOVE, IF THE RECIPIENT ELECTS NOT TO PURCHASE ANY OF THE
OFFERED HEREBY.
ANY REPRODUCTION OR REDISTRIBUTION OF THIS MEMORANDUM (INCLUDING THE EXHIBITS
HERETO) IN WHOLE OR IN PART OR THE DIVULGENCE OF ANY OF ITS CONTENTS OTHER THAN
TO LEGAL, BUSINESS AND TAX ADVISORS OF A PROSPECTIVE INVESTOR (WHO, IN TURN, MAY
USE THE INFORMATION CONTAINED HEREIN SOLELY FOR PURPOSES RELATED TO SUCH
INVESTOR'S INVESTMENT OR PROPOSED INVESTMENT IN THE SHARES AND WARRANTS),
WITHOUT THE PRIOR WRITTEN APPROVAL OF MANAGEMENT OF THE COMPANY IS EXPRESSLY
PROHIBITED.
ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED HEREIN BY REFERENCE SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS MEMORANDUM TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT.
ANY STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO
MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS MEMORANDUM.
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JURISDICTIONAL NOTICES
NOTICE TO RESIDENTS OF ALL STATES:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
OUR BUSINESS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. NO FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS
RECOMMENDED THESE SECURITIES. 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. THE SECURITIES OFFERED
HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL