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R. Leonard, C.S.R., Inc. <br />Certified Shorthand Reporters <br />818.995.2449 <br />SHEET <br />42 PAGE 165 <br />PAGE <br />167 <br />1 <br />INITIALLY SEAN HAD SENT TO 14E AN AGREEMENT MUCH LIKE <br />09:45:13 <br />1 <br />HAD MADE A HUGE MISTAKE IN TRUSTING THIS M.4N TO GET IT <br />2 <br />THIS WHERE HE WOULD GET A POINT OR TWO FOR RAISING <br />2 <br />DONE BECAUSE HE HAD MAIZE SO 14ANY REPRESENTATIONS THAT <br />3 <br />CAPITAL, WHETHER IT WAS DEBT OR EQUITY, AND I DISCDSSED <br />3 <br />HAD COME OUT NOT TO BE TRUE AT THAT POINT IN TIME THAT <br />4 <br />WITH HIM THAT IT HADN'T WORKED BEFORE AND MAYBE IT <br />4 <br />HE COULD GET IT DONE. <br />5 <br />DIDN'T WORK BECAUSE YOU EITHER WEREN'T COMMITTED, WERE <br />09:45:13 <br />5 <br />AND I THEN SPOKE TO MR. HISNO, BOB SAID TO ME <br />6 <br />DOING OTHER THINGS AND THAT IF YOU HAD A MORE ACTIVE <br />6 <br />"WELL, LET'S PUT OUR BEADS DOWN, LET'S GO LOOK FOR SOME <br />7 <br />ROLE THEN PERHAPS THIS COULD GET DONE. AND SO I SAID TO <br />7 <br />FUNDS, A SLUG OF DEBT AND 'MAYBE WE HAVE SOME INDIVIDUALS <br />8 <br />HIM PROPOSE A DEAL. <br />8 <br />WHO ARE WILLING TO TAKE IT DOWN.' <br />09:45:13 <br />9 <br />Q DID HE EVER PROPOSE A DEAL? <br />09:45:13 <br />9 <br />AND SO 1 DID THE SAME THING. AND I PUT MY HEAD <br />09:45:13 <br />10 <br />A HE DID. <br />1D <br />DOWN AND I FOUND THE FIRST LENDER AND I FOUND AT THE <br />09:45:13 <br />11 <br />Q WHAT WAS THE DEAL HE PROPOSED? <br />11 <br />TIME, I CALL HIM A MEZZ LENDER, AND I PUT UP SUBSTANTIAL <br />D9:45:13 <br />12 <br />A HE CAME WITH A DEAL IF HE RAISED ALL THE <br />12 <br />MONEY OF MY OWN TO GET IT DONE AND THAT'S WHERE WE WENT <br />13 <br />CAPITAL AND WE WERE TO TAKE THIS DEAL FROM ACQUISITION <br />13 <br />AND, HONESTLY, I DON'T REMEMBER THE QUESTION ANYMORE. <br />14 <br />THROUGH RAISING THE CAPITAL, WHICH WAS HIS CHIEF ROLE IN <br />09:45:13 <br />14 <br />Q LET ME GO BACK, <br />15 <br />THIS, HIRING OF THE CONSULTANTS -- LET ME REGRESS. <br />09:45:13 <br />15 <br />YOU SAID THAT MR. DALESANDRO MADE SO MANY <br />09:15:13 <br />16 <br />WHEN I SAY RAISING CAPITAL, VINEYARDS <br />16 <br />MISREPRESENTATIONS THAT TURNED OUT NOT TO BE TRUE, <br />17 <br />DEVELOPMENT, RYAN OGULNICK WAS GOING TO PUT ZERO INTO <br />09:45:13 <br />17 <br />IS THAT, AM I CORRECTLY READING WHAT YOU SAID? <br />IS <br />THIS DEAL, - <br />09:45:13 <br />18 <br />A YES. <br />09:45:13 <br />19 <br />THAT HE WOULD RAISE THE DEBT, HE WOULD RAISE A <br />09:45:11 <br />19 <br />Q HOW MANY MISREPRESENTATIONS DID HE MAKE THAT <br />20 <br />'MEZZ SLUG, HE WOULD RAISE AN EQUITY SLUG AND IF HE WERE <br />20 <br />WERE NOT TRUE? <br />21 <br />SUCCESSFUL HE HAD IDEAS OF WHAT HE WOULD GET. <br />09:45:13 <br />21 <br />A HUNDREDS. <br />09:45:13 <br />22 <br />HIS IDEA OF THIS DEAL WAS IT WAS AN <br />09:45:13 <br />22 <br />Q HUNDREDS. <br />23 <br />INSTITUTIONAL CAPITAL PLAY FROM THE BIG FUNDS WHO WRITE <br />09:45:13 <br />23 <br />WHAT WAS THE FIRST MISREPRESENTATION HE MADE <br />24 <br />BIG CHECKS AND THAT THEY WOULD PUT UP THE MONEY AND WE <br />24 <br />THAT WAS NOT TRUE? <br />25 <br />WOULD GO FORWARD WITH A STRUCTURE TO FULLY ENTITLE, <br />09:45:13 <br />25 <br />MR. BISNO: VAGUE AS TO TIME. <br />165 <br />167 <br />PAGE 166 <br />PAGE 168 <br />1 <br />FULLY DEVELOP THE PROJECT, A 48- TO 60-MONTH PROCESS, <br />09:45:13 <br />1 <br />THE WITNESS: FROM THE BEGINNING OF THE <br />2 <br />AND IF HE WERE SUCCESSFUL HE PROPOSED THAT HE WOULD GET <br />2 <br />RELATIONSHIP HE WOULD MAKE ME FEEL THAZ HE HAD THE <br />3 <br />25 PERCENT OF THE DEAL. <br />3 <br />KNOWLEDGE, THE EXPERTISE, THE RELATIONSHIPS TO FINANCE <br />D9:45:13 <br />4 <br />Q WHEN DID YOU HAVE THIS CONVERSATION WITH <br />4 <br />MY DEALS AND I KEPT BELIEVING HIM. SO G1HEN I SAY <br />5 <br />MR. DALESANDRO? <br />5 <br />HUNDREDS, IT WAS ALL -- IT WAS ALL AROUND THE SAME <br />09:15:13 <br />6 <br />A I THINK IN THE BEGINNING OF THE MONTH HE WAS ON <br />6 <br />THEME. THE THEME WAS I HAVE A DEAL, I NEED MONEY, YES, <br />7 <br />A FEE AGREEMENT. THEN HE STARTED TO GET ENERGIZED, <br />7 <br />I CAN GET IT, YES, I'M TALKING TO THIS PERSON, AND SO <br />8 <br />THINKING HE WOULD HAVE SUCCESS, PROPOSED WHERE HE WOULD <br />B <br />THERE WERE A P.UNDRED SEPARATE ONES AND THEY WERE, <br />9 <br />BECOME PART OF THE TV ENTITY, AND SO I THINK TOWARDS THE <br />9 <br />WHETHER IT WAS COLONY CAPITAL OR ARIA OR ROCKPOINT OR <br />10 <br />END OF DECEMBER HE WAS COMING AT ME AND I THINK I <br />10 <br />WHAT HAVE YOU. II WAS JUST HE KEPT GETTING MY HOPES UP, <br />11 <br />REJECTED IT FOR A NUMBER OF REASONS, AND THEN HE WENT <br />11 <br />HE KEPT GIVING ME INFORMATION AND HE KEPT COMING BACK <br />12 <br />BACK IN JANUARY TO A FEE AGREEMENT AND THEN BY EARLY/MID <br />12 <br />WITH NOTHING. AND SO I BELIEVE HE CREATED A SITUATION <br />13 <br />FEBROARY I REALIZED HE WAS NOT GOING -0 SUCCEED AND HE <br />13 <br />WHICH WAS A MISREPRESENTATION OF WHAT WAS BEING SAID OUT <br />14 <br />ANNOUNCED TO 14E IT'S NOT POSSIBLE TO GET THIS KIND OF <br />14 <br />IN THE MARKETPLACE. I HAD NO DIRECT CONTACT WITH THESE <br />15 <br />MONEY. INSTITUTIONAL MONEY COMING OFF THE RECESSION, <br />15 <br />PEOPLE. I WAS RELYING ON HIS REPRESENTATIONS. AND SO <br />16 <br />ACCORDING TO HIM, WAS NOT GOING TO INVEST IN THIS <br />16 <br />TF SEAN WAS GOING TO BE SUCCESSFUL OR NOT, I HAD NO WAY <br />17 <br />PROJECT WITH MY COMPANY AND HE SAID 'I CAN'T GET THIS <br />17 <br />OF KNOWING. AND SO EVERY STEP OF THE WAY THERE WAS A <br />18 <br />DONE." <br />18 <br />DISAPPOINTMENT. <br />09:45:13 <br />19 <br />HE THEM REPORTS TO ME "YOU GOT TO TAKE IT DOWN <br />09:45:13 <br />19 <br />Q ➢ID MR. -- YOU REFERENCED ARIA. WHAT IS ARIA? <br />20 <br />ON YOUR BALANCE SHEET.' <br />09:45:13 <br />20 <br />A ARIA IS A FUND. <br />09:45:13 <br />21 <br />I SAY 'WHAT THE BECK DOES THAI MEAN?" <br />09:45:13 <br />21 <br />Q WHAT DID MR. DALESANDRO TELL YOU ABOUT ARIA? <br />09:45:13 <br />22 <br />HE SAYS "YOU GOT TO BUY IT. YOU'VE GOT TO GO <br />09:15:13 <br />22 <br />A AGAIN, TT WAS THE SAME WITH EVERYBODY, ARIA IS <br />23 <br />GET A LOAN AND YOU'VE GOT TO BUY IT.' <br />23 <br />ONE OF DOZENS OF NAMES HE WOULD GIVE ME THAT ARE LOOKING <br />09:15:13 <br />24 <br />AND I GO "WELL, THAT'S BAD NEWS." <br />24 <br />AT THE DEAL, HAVE AN INTEREST IN THE DEAL, AND IT WAS <br />09:15:13 <br />25 <br />AND AT THAT MOMENT IN TIME I REALIZED THAT T <br />25 <br />ALWAYS THE SAME STORY. SOMETIMES HE BLAMED ME, <br />Dalesandro vs. Ogulnick <br />Deposition of Ryan Andrew Ogulnick, Vol. 1 <br />August 13, 2012 <br />