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R. Leonard, C.S.R., Inc. Certified Shorthand Reporters 818.995.2449 SHEET 35 PAGE 137 PAGE 139 1 FORWARD? 1 CAPITAL FOR FEAR THAT THESE DEALS CAN ALWAYS GO SIDEWAYS 09:45:13 2 A IT HAD TO DO WITH THE DISCRETIONARY NATURE OF 2 ONCE SOMEBODY TAKES A LOOK AT IT. 3 THE ENTITLEMENTS, THE PASSAGE WHILE UNDER CONTRACT OF A 09:45:13 3 Q AND 0-1 DO YOU KNOW THAT MR. DALESANDRO STOPPED 4 NEW ORDINANCE WITHIN THE CITY CALLED THE BASELINE 4 LOOKING FOR OTHER CAPITAL? 5 HILLSIDE ORDINANCE. THAT ORDINANCE IN A LOT OF WAYS 09:45:13 5 MR. BISNO: OBJECTION. ASSUMES FACTS NOT IN 6 MAKES IT DIFFICULT TO EXPORT LARGE AMOUNTS OF DIRT FROM 6 EVIDENCE. 7 A -- FROM RIDGES. IT SEEKS TO KEEP THE LANDSCAPE THE 09:45:13 7 THE WITNESS: MY RECOLLECTION WAS HE WASN'T 8 SAME AS IT IS TODAY AND THEY DON'T WANT YOU TO TARE DOWN 8 REPORTING TO ME ANYTHING THAT WAS OCCURRING WITH ANOTHER 9 RIDGES, 9 ENTITY SO I CAME TO THE CONCLUSION BASED ON THAT LACK OF 09:41:13 10 THEY ALSO WANTED TO KEEP THE SIZE OF THE HOME 10 INFORMATION NOTHING WAS HAPPENING. 11 IN RELATION TO THE SIZE OF THE PARCEL DOWN TO A MINIMUM, 09:45:13 11 Q BY MR. RUBINER: DID YOU EVER DISCUSS HAVING 12 COUPLED WITH THE FACT THAT THERE WAS EGRESS ISSUES ON 12 MR. DALESANDRO COME TO WORK FOR VINEYARDS? 13 THE SITE AND WHETHER OR NOT CERTAIN LOTS CONTAINED 09:45:13 13 A YES. 14 WITHIN THIS CONGLOMERATION OF LOTS ACTUALLY BAD A RIGHT 09:45:13 14 Q WHEN DID YOU HAVE THE FIRST DISCUSSION ABOUT 15 TO HAVE EGRESS AND, IN FACT, WERE LEGAL LOTS. 15 MR. DALESANDRO COMING TO WORK FOR VINEYARDS? 09:45:13 16 IT WAS A DIFFICULT ENTITLEMENT PLAY AND I THINK 09:45:13 16 A MY RECOLLECTION WAS EARLY DECEMBER, 2010 BUT I- I' ULTIMATELY THEY DECIDED IT JUST WAS 100 MUCH FOR THEM TO 17 WAS NEVER AS AN EMPLOYEE ON THE PAYROLL. IT WAS TO WORK 18 TAKE THE RISK. 18 IN THE CAPACITY AS AN INDEPENDENT CONSULTANT. 09:11:13 19 Q WEER DID THE NEW ORDINANCE COME UP? 09:45:13 19 Q WHERE WAS THE FIRST CONVERSATION YOU HAD WITH 09:15:13 20 A IT WAS SOMETIME IN THE FALL OF 2010. 2D MR. DA1ESANDRG IN DECEMBER OF 2010? 09:45:13 21 Q IS THAT AFTER YOU ENTERED INTO THE AGREEMENT 09:15:13 21 A I RECALL THERE'S A CAFE ON MELROSE AND HE HAD 22 'WITH PARALLEL? 22 COME TO ME AND SAID HE'S BROKE, HE CAN'T PAY HIS RENT 09:45:13 23 A YES. 23 AND AM I WILLING TO 00 SOMETHING TO HELP HIM. IT WAS 09:15:13 24 Q WERE YOU TOLD WHETHER ROCKPOINT HAD ANY OTHER 24 AFTER THE TIME THAT ROYAL CANYON WAS GONE. I HAD 25 ISSUES IN GOING FORWARD? 25 DECIDED NOT TO PURSUE IT. I CANCELLED THE CONTRACT, GUT '311 139 PAGE 138 PAGE 140 09:15:13 1 A I SIMPLY RECALL IT WAS ENTITLEMENT RISK. 1 MY DEPOSIT BACK, AND IT WOULD HAVE BEEN -- COULD HAVE 09:45:13 2 Q DID YOU BLAME M.R. DALESANDRO FOR NOT FINDING 2 BEEN VERY LATE NOVEMBER BUT IT NIGHT HAVE BEEN EARLY 3 ALTERNATE FINANCING? 3 DECEMBER, 2010. HE SAID HE WAS OUT OF OPTIONS, HE BAD 09:45:13 4 A AT THAT TIME I BELIEVE I TOLD HIM THAT IT WAS 1 4 NO MONEY AND WOULD I CONSIDER PUTTING UP SOME MONEY THAT 5 IRRESPONSIBLE OF HIM TO RELY ON THE FACT THAT SOMEBODY 5 HE WOULD THEN USE, HE WOULD REPAY. I THINK HE OFFERED 6 PRODUCED A TERM SHEET AND THAT HE SHOULD CONTINUE TO GO 6 ME A 50 PERCENT ON WHATEVER I GAVE HIM OF WHAT I PUT UP 7 OUT THERE AND FIND ALTERNATE SOURCES. 7 AND IT WOULD COME THROUGH EITHER A DEAL THAT HE WOULD D9:45:13 8 Q WHEN DID YOU HAVE THAT CONVERSATION? 8 FIND FINANCING FOR OR ANOTHER DEAL BE WAS WORKING ON. 09:45:13 9 A OCTOBER/NOVEMBER, 2010. 09:45:13 9 i WAS VERY RELUCTANT BUT I HAVE A TENDENCY TO 09:45:13 10 Q WHERE DID THE CONVERSATION TAKE PLACE? 10 DO THESE THINGS, MUCH TO THE CHAGRIN OF MY WIFE, WHERE I 09:45:13 11 A I THINK IT WAS JUST A TELEPHONE. 11 LOAN MONEY TO PEOPLE IN NEED AND SO I DID IT. 09:45:13 12 Q WHO WAS ON THE CALL? 09:45:13 12 Q SO Milt. DALESANDRO CAME TO YOU AND ASKED YOU FOR 09:45:13 13 A. MYSELF AND SEAN. 13 A LOAN? G9:45:13 14 Q HOW LONG DID THE CALL LAST? 09:45:13 14 A YES. 09:45:13 15 A I DON'T RECALL. 09:45:13 15 Q DID YOU DISCUSS -- DID YOU EVER SUGGEST TO 09:45:13 16 Q WHAT TOPICS WERE DISCUSSED ON THE CALL? 16 MR, DALESANDRO THAT HE WOULD BE THE CHIEF FINANCIAL 09:45:13 17 A AGAIN, YOUR QUESTIONING TENDS TO FOCUS ON ONE 17 OFFICER OF YOUR COMPANY? 18 SPECIFIC CALL, I THINK THERE WERE MORE THAN ONE CALL 09:45:13 18 A NOT IN THE SENSE THAT I OFFERED HIM THAT. 19 BUT IN GENERAL THE THEME WAS THAT JUST BECAUSE ROCKPOINT 09:45:13 19 Q DID YOU EVER CALL HIM THAT? 20 HAD MADE THIS OFFER THAT THERE WAS NO GUARANTEES TREY 09:45:13 20 A NOT THAT I RECALL. 21_ WERE GOING TO CLOSE, AND I HAD WARNED HIM THAI YOU 09:45:13 21 Q DID YOU EVER REQUEST ANYBODY PREPARE BUSINESS 22 SHOULD BE OUT THERE LOOKING FOR ADDITIONAL CAPITAL, AND 22 CARDS IDENTIFYING HIM AS CHIEF FINANCIAL OFFICER OF 23 I CERTAINLY WAS WILLING AND ABLE TO PROVIDE THE 23 VINEYARDS? 24 INFORMATION FOR A GROUP TO UNDERWRITE THE DEAL AND I WAS 09:45:13 24 A I DON'T KNOW IF THAT CAME UP BECAUSE 1 25 CERTAINLY WILLING TO ENGAGE IN DISCUSSIONS WITH NEW 25 REQUESTED IT, MY WIFE DECIDED TO DO IT OR MY WIFE SPOKE 1381 140 Dalesandro vs. Ogulnick Deposition of Ryan Andrew Ogulnick, Vol. 1 August 13, 2012