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R. Leonard, C.S.R., Inc. Certified Shorthand Reporters 818.995.2449 SHEET 28 PAGE 109 PAGE 111 09:45:13 1 A NO. 09:15:13 1 Q FOLLOWING THE CONVERSATION, DID YOU TELL 09:15:13 2 Q HOW LONG DID THE CONVERSATION LAST? 2 ANYBODY ABOUT THE CONVERSATION YOU HAD WITS 09:45:13 3 A FIVE OR TEN MINUTES. 3 MR. DALESANDRO? 09:15:13 4 Q WHAT WAS DISCUSSED? 09:45:13 4 MR. BISNO: OBJECTION TO THE EXTENT THAT IT 09;15:13 5 A I BELIEVE IN GENERAL THIS AGREEMENT AND 5 REQUIRES YOU TO REVEAL ATTORNEY -CLIENT COMMUNICATION. 6 SPECIFICALLY SOME OF THESE - THE TERM REGARDING UPFRONT 6 OBJECTION TO THE EXTENT THAT IT CAUSES YOU TO REVEAL 1 FEE, A REGISTERED INVESTOR VERSUS A NON REGISTERED 7 SPOUSAL COMMUNICATION. 8 INVESTOR. I THINE I WAS FAIRLY CONFUSED AS TO WHEN HE 03:45:13 B THE WITNESS: IT WOULD REQUIRE ME TO GIVE SPOUSAL 9 WOULD EARN A FEE. I DID NOT UNDERSTAND THAT NOT A 9 COMMUNICATION, 10 REGISTERED INVESIOWS A REGISTERED INVESTOR AND I 09:45:13 10 MR. EISNO: I DIRECT YOU NOT TO ANSWER, 11 BELIEVE HE EXPLAINED TO ME HIS INTERPRETATION OF THAT. 09:45:13 11 THE WITNESS: OKAY, 12 AND FOR SOME REASON I HAVE A RECOLLECTION, ALTHOUGH NOT 09:45:13 12 Q BY MR. RUBINER: WHEN WAS THE NEXT CONVERSATION 13 PRECISELY, THAT I THOUGHT THERE WAS SOMETHING AT ODDS 13 YOU HAD WITH YOUR SPOUSE FOLLOWING THE FIVE- TO 14 ABOUT TT, 14 TEN-MINUTE PHONE CONVERSATION WITH MR. DALESANDRO? D9:45:13 15 Q DO YOU RECALL ANY OTHER TOPICS THAT YOU 09:45:13 15 A PRETTY 16UCH RIGHT AWAY. 09:45:13 16 DISCUSSED DURING THE FIVE- TO TEN-MINUTE PHONE 09:45:13 16 Q IF YOU COULD TURN TO THE SECOND PAGE OF EXHIBIT 17 CONVERSATION? 17 5. D9:45:13 18 A NO, 09:45:13 18 DO YOU HAVE THAT PAGE IN FRONT OF YOU? 09:45:13 19 Q WHAT DID YOU SAY ABOUT FEES DURING THE FIVE- TO 09:45:13 19 A I DO. 20 TEN-MINUTE PHONE CONVERSATION? 09:45:13 20 Q LOOK AT THE FIRST SENTENCE AI THE TOP OF THE 09:41:13 21 A I RECALL HE TRIED TO EXPLAIN TO ME THAT THERE 21 PAGE -- WELL, STRIKE THAT. 22 WAS A DIFFERENCE BETWEEN A REGISTERED AND A NOT 09:45:13 22 PRIOR TO RECEIVING EXHIBIT 5, HAD YOU EVER 23 REGISTERED INVESTOR. 23 HEARD OF PARALLEL REAL ESTATE ADVISORS LLC? 09:45:13 24 Q WHAT DID HE TELL YOU? 09:45:13 24 A COUNSEL, COULD YOU REPEAT THE QUESTION? PRIOR ''.09:45:13 25 A I THINK HE SAID THAT IN THE EVENT THAT IT WAS 25 TO? 109 111 - PAGE 110 PAGE 112 1 SOMEBODY THAT HE HAD REGISTERED WITH ME THAT THERE WOULD 09:45:13 1 Q PRIOR TO RECEIVING A COPY OF EXHIBIT S, HAD YOU 2 BE A DIFFERENT FEE VERSUS SOMEBODY THAT DIDN'T REGISTER 2 EVER HEARD OF PARALLEL REAL ESTATE ADVISORS LLC? 3 WITH ME, BUT I DON'T EXACTLY RECALL THE CONVERSATION. 09:45:13 3 A NEVER, 05:45:13 4 Q SO OTHER THAN HAVING A DISCUSSION ABOUT THE 09:15:13 4 Q AT ANY TIME DID YOU ASK MR. DALESANDRO WHAT 5 TERM "REGISTERED INVESTOR," DO YOU RECALL ANYTHING ELSE 5 PARALLEL REAL ESTATE ADVISORS LLC WAS? 6 ABOUT THE DISCUSSION DURING THE FIVE- TO TEN-MINUTE 09:45:13 6 A I THINK THE ANSWER WOULD BE YES AT ANY TIP', I 7 PHONE CONVERSATION WHILE YOU WERE IN YOUR CAR? 7 DON'T RECALL ONE, AND AS I TESTIFIED BEFORE HE TOLD ME 09:45:13 8 A YEAH. T ASKED HIM TO BE UP FRONT I'IITH ME WITH 8 HIS CHIEF FUNCTION WAS TO RAISE CAPITAL FOR DEVELOPERS 9 THE LIKELIHOOD OF SUCCESS, I ASKED HIM TO DISCLOSE TO ME 09:45:13 9 OR SYNDICATORS OF LAND TO ACQUIRE TITLE. 10 IF HE WAS GOING TO BE SUCCESSFUL AND I RECALL DISTINCTLY 09:45:13 10 Q SO IF YOU, AGAIN, IF YOU COULD GO BACK TO THE 11 TELLING ME I7 WAS A FANTASTIC DEAL, A GREAT DEAL AND IT it FIRST PAGE -- SECOND PAGE OF EXHIBIT 5, THE FIRST 12 WOULD BE EASY FOR HIM TO ACCOMPLISH THIS. 12 SENTENCE ON THAT PAGE SAYS "NEITHER PARALLEL NOR ANY OF 09:15:13 13 I THEN ASKED HOW MUCH CAPITAL AN INVESTOR WOULD 13 ITS REPRESENTATIVES OR AGENTS SHALL BE DEEMED TO HAVE 14 REQUIRE ME TO PUT UP AND I THINE I RECALL HIM TELLING ME 14 MADE OR MAKE ANY REPRESENTATION OR WARRANTY THAT THE 15 ANYWHERE FROM 0 TO 10 PERCENT, LIKELY CLOSER TO ZERO, 15 CLIENT WILL SUCCESSFULLY EXTEND OR RENEGOTIATE ITS 16 AND I REMEMBER FEELING LIKE, WELL, IF HE'S RIGHT THAT 16 EXISTING DEBT, ACQUIRE ANY NEW SENIOR OR SUBORDINATE 17 WOULD BE A DEAL I'D BE HAPPY TO TAKE. 17 DEBT, ACQUIRE THE REAL PROPERTY OR ENTER INTO A JOINT 09:45:13 18 Q DO YOU RECALL DISCUSSING ANYTHING ELSE DURING 18 VENTURE DEVELOPMENT AGREEMENT." 19 THE FIVE- TO TEN-MINUTE PHONE CONVERSATION WITH 09:45:13 19 WAS THAT SENTENCE THERE WHEN YOU SIGNED EXHIBIT 20 MR. DALESANDRO? 20 5? 09:45:13 21 A NO. 09:45:13 21 A I DON'T RECALL. D9:45:13 22 Q DID YOU TAKE ANY NOTES DURING THE CONVERSATION? 09:45:13 22 Q DID YOU HAVE AN UNDERSTANDING OF WHAT THAT 09:45:13 23 A NO. 23 SENTENCE MEANT WHEN YOU SIGNED EXHIBIT 5? 09:45:13 24 Q DID YOU TAKE ANY NOTES AFTER THE CONVERSATION? 09:45:13 24 A I DON'T RECALL READING THAT SENTENCE AND COMING 09:45:13 25 A NO. 25 TO A CONCLUSION. 110 112 Dalesandro vs. Ogulnick Deposition of Ryan Andrew Ogulnick, Vol. 1 August 13, 2012