has been prepared on behalf of 5-HT2A, Inc (the “Company”) based on information from the company and other prospective sources. This Memorandum is being furnished for informational purposes solely for use by prospective investors in considering their interest in entering into a possible transaction with the Company (the “Transaction”). The information contained herein has been prepared to assist interested parties in making their own evaluation of the lm, Utherland (the “Project”)and does not purport to be all-inclusive or contain all information that a prospective investor may desire or that may be required to properly evaluate the business, prospects, or value of the Project. In all cases, interested parties should conduct their own investigations and analyses of the Project and the data set forth in this Memorandum. Industry data and statistics have been obtained or derived from the Company, published Industry sources, and publically available information. 5-HT2A has not independently veri ed any of the information contained herein, and neither the Company nor any a liates make any representation or warranty (expressed or implied) as to the accuracy or completeness of the Memorandum or any statements, estimates, or projections contained herein, and none of them will be held liable for the recipient’s use of the Memorandum or any other oral, written, or other communications transmitted to the recipient in the course of its evaluation of the Project. This Memorandum includes certain statements, estimates, and projections provided by, and with respect to, the anticipated future performance of the Project. Such statements, estimates, and projections re ect various uncertainties and contingencies, many of which are beyond the control of the Company and which may or may not prove to be correct. This Memorandum contains certain projected nancial information that re ects projections as to anticipated future results based upon assumptions that are inherently uncertain, including assumptions as to the size of the market in which the Company competes, the Company’s market share, general industry conditions and other factors. The assumptions are based solely on the Company’s judgment. As a result, no representation or warranty is made as to the accuracy of the projected nancial information included in this Memorandum. The only information that will have any legal e ect will be that which is speci cally represented or warranted in a de nitive agreement relating to a Transaction with the Company and executed on behalf of an investor. By accepting this Memorandum, the recipient acknowledges and agrees that all of the information contained herein is con dential and subject to the Con dentiality Agreement executed by the recipient. Without limiting the generality of the foregoing: (1) the recipient will not reproduce this Memorandum in whole or in part; (2) if the recipient does not wish to pursue a Transaction relating to the Project with the Company it will (i) promptly return this Memorandum to Whole Films LLC, together with any other material relating to the Project which the recipient may have received from the Company, or any of their respective a liates; (iii) promptly destroy all copies of any analyses, compilations, studies, or other documents prepared by on or behalf of the recipient and containing or re ecting any information in the Memorandum or such other material and (iii) take such other actions, if any required by the Con dentiality Agreement; (3) the recipient will hold all information contained herein and the fact that it is involved in any process relating to the Company and status thereof as con dential; and (4) any proposed actions by the recipient which are inconsistent in any manner with the foregoing con dentiality agreement will require the prior written consent of the Company.