receive cash bonuses if the growth in USL’s earnings exceeded expectations. Each quarter during the Class Period USL reported better than expected earnings because of its fraudulent use of the Detroit site. Thus the individual Defendants received hundreds of thousands of dollars in bonuses. Applicable Law A. Bespeaks Caution Doctrine The “bespeaks caution” doctrine is a defense to securities fraud claims that protects statements in the nature of projections that are accompanied by meaningful cautionary statements and specific warnings of the risks involved, so as to “bespeak caution” to investors that actual results may differ, thereby shielding the statements from § 10(b) and Rule 10b-5 liability. See Saltzberg v. TM Sterling/Austin Assoc., 45 F.3d 399 (11th Cir.1995) (per curiam) (<HOLDING>); In re Westinghouse Sec. Litig., 90 F.3d 696,
holding that section 12a2 did not apply to a private placement memorandum which was subject to a section 42 exemption holding that explicit cautionary language in private placement memorandum rendered alleged misstatements immaterial and made them not actionable under bespeaks caution doctrine holding that the language of  2520a does not provide an explicit private right of action for a violation of  25121b holding that a private alternative placement need not meet the criteria of a fape holding that the plaintiffs stated a claim for conspiracy because they alleged an actionable tort