Paul Habibi, CPA 149 South Barrington Avenue, Suite 705 , CA 90049 Telephone: (424) 256-6230 E-mail: [email protected]

SUMMARY PROFILE Continuing Lecturer at UCLA Anderson Graduate School of Management and Lecturer in Law at UCLA School of Law, and successful real estate investor, developer, broker and Certified Public Accountant. Extensive experience as public speaker, consultant and Board member. Expert witness in litigation and regulatory matters, including numerous admissions in jury trials, bench trials and arbitration.

EXPERT WITNESS IN LITIGATION

Grayslake Advisors, LLC, Los Angeles, CA and New York, NY 2008-Present Principal and Founder • Provide expert testimony in matters related to real estate, securities, banking, technology, finance, valuation, economics, accounting, taxation, and business combinations (see also www.GrayslakeAdvisors.com) • Representative matters include:

Art Cohen v. Donald J. Trump Retained by Plaintiff Plaintiff’s Counsel: Robbins, Geller, Rudman & Dowd LLP District Court, Southern District of California, Case No. 13-cv-2519-GPC-WVG

Retained by plaintiff in a civil RICO class action alleging a fraudulent scheme, Trump University, was employed by defendant Donald J. Trump to sell real estate seminars and mislead student-victims; served as real estate education expert and opined that the Trump University curriculum provided students with no pedagogical value; case settled for $25 million soon after the 2016 U.S. Presidential election

Shasha v. Malkin Retained by Defendant Defendant’s Counsel: Dewey, Pegno & Kramarsky LLP American Arbitration Association Case No. 01-14-0001-6986

Retained by the Malkin family and related entities in a class action alleging the fraudulent and coerced conversion of ownership interests in the Empire State Building through a multi-billion dollar IPO that created Empire State Realty Trust, Inc., a publicly-traded REIT (NYSE: ESRT). Valued the various entities that comprise the Empire State Building and its consolidation into ESRT; testified in arbitration

Apartment Investment and Management Company (AIMCO) v. Airbnb, Inc., et al. (multiple cases) Retained by Defendant Defendant’s Counsel: Munger, Tolles & Olson LLP

(1) La Park La Brea A, LLC, et al. v. Airbnb, Inc., et al.: United States District Court, Central District of California, Case No. 2:17-cv-04887-DMG

1 (2) Bay Parc Plaza Apartments, L.P., et al. v. Airbnb, Inc., et al.: Eleventh Judicial Circuit Court of Florida, Case No. 2017-003624-CA-01

Retained by Airbnb, Inc. in its defense of allegations by subsidiaries of AIMCO, a publicly traded REIT (NYSE: AIV), of systematic misappropriation and abuse of private property rights and intentional interference with landlord-tenant contracts

In re American Realty Capital Properties, Inc. Litigation Retained by Defendants Defendants’ Counsel: Paul, Weiss, Rifkind, Wharton & Garrison LLP and Kellogg, Hansen, Todd, Figel & Frederick PLLC United States District Court, Southern District of New York, Case No. 1:15-mc-00040-AKH

Retained by defendants Nicholas S. Schorsch and AR Capital LLC in class action securities litigation alleging violations of 1933 and 1934 Acts, including issuance of materially false and misleading financial statements and failure to exercise due diligence that artificially inflated the value of American Realty Capital Properties (NASDAQ: ARCP) securities

H&N Management Group, Inc. v. Couch, et al. Retained by Defendants Defendants’ Counsel: Ropes & Gray LLP and Arnold & Porter Kaye Scholer LLP In the Court of Chancery of the State of Delaware, C.A. No. 12847-VCMR

Retained by certain directors and officers of a mortgage REIT (NASDAQ: AGNC) in a derivative action alleging a conflict of interest that led a related-party equity firm to unjustifiably extract over $100 million in annual management fees from the REIT

H&N Management Group, Inc. v. Ares Capital Corporation, et al. Retained by Defendants Defendants’ Counsel: Skadden, Arps, Slate, Meagher & Flom LLP In the Court of Chancery of the State of Delaware, C.A. No. 12847-VCMR

Retained by Ares Capital Corporation in a derivative action alleging aiding and abetting of certain directors and officers to breach their duties, leading to the unlawful extraction of hundreds of millions of dollars from a REIT (NASDAQ: AGNC) for the benefit of a related-party private equity firm

HotelsAB Green, LLC v. Reignwood Europe Holdings SARL Retained by Plaintiff Plaintiff’s Counsel: Paul, Weiss, Rifkind, Wharton & Garrison LLP and Lupkin PLLC United States District Court, Southern District of New York, Case No. 1:17-cv-08776-JGK-DCF

Retained by celebrity hotelier Andre Balazs and affiliates in a breach of contract action arising from Reignwood’s refusal to honor the terms of a binding joint venture agreement related to the acquisition and financing of New York’s iconic High Line Building, which currently houses The Standard Hotel

Fair, et al. v. SunAmerica Affordable Housing Partners, Inc., et al. Retained by Defendant Defendant’s Counsel: O’Melveny & Myers LLP JAMS Arbitration Case No. 1220057137

2 Retained by American International Group, Inc. (NYSE: AIG) in its defense of allegations by its former executives of breach of fiduciary duty arising from the cessation of distribution payments owed pursuant to the terms of numerous participant limited partnership agreements; testified in arbitration

Bersin Properties, LLC v. Nomura Credit & Capital, Inc. and NCCMI, Inc. Retained by Defendant Defendant’s Counsel: Greenberg Traurig LLP Supreme Court of the State of New York, County of New York, Index No. 452630/2014

Retained by subsidiaries of Nomura Holdings, Inc. in their defense against allegations of breach of contract in connection with a loan agreement that made available to the plaintiff up to $135 million, the proceeds of which were to be used to acquire, renovate and re-lease Medley Centre, an 830,000 square foot shopping mall in Rochester, New York; served as damages rebuttal expert

Toll Brothers, Inc. v. SoCal Gas Retained by Plaintiff Plaintiff’s Counsel: Boies, Schiller & Flexner LLP Superior Court, State of California, County of Los Angeles, Case No. BC674622

Retained by publicly-traded home builder Toll Brothers, Inc. (NYSE: TOL) in a matter alleging economic damages to multiple single-family residential development projects in Porter Ranch, California, as a result of the highly-publicized Aliso Canyon gas leak, the largest natural gas leak in U.S. history; determined economic damages

United States of America v. Lawrence “Lee” Loomis, et al. Retained by Plaintiff Plaintiff’s Counsel: United States Attorney’s Office United States District Court, Eastern District of California, Case No. 2:12-CR-00315-JAM

Retained by the United States Attorney’s Office and Federal Bureau of Investigation in a criminal case involving an alleged mortgage fraud conspiracy and large-scale Ponzi scheme in Northern California that victimized more than 100 people and caused more than $7 million of losses related to the sale of shares in a real estate investment program called the Naras Funds; defendant pleaded guilty to wire fraud and sentenced to 12 years in federal prison

United States Securities and Exchange Commission v. Loomis Wealth Solutions, et al. Retained by Plaintiff Plaintiff’s Counsel: United States Securities and Exchange Commission United States District Court, Eastern District of California, Case No. S-10-458 KJM KJN

Retained by the United States Securities and Exchange Commission (SEC) in a matter involving fraud and misappropriation of funds by a fund manager who syndicated capital for the origination of residential junior mortgages; evaluated 120 home equity lines of credit and appraisals, noting that none of the properties had a recorded deed of trust, and that even if they had, the loan-to-value ratios would have exceeded fund maximums; opined on the inadequacy of investor guaranties; the Court granted SEC’s motion for summary judgment, with numerous citations of SEC expert Paul Habibi’s analysis

United States Securities and Exchange Commission v. James Thomas Bramlette, et al. Retained by Plaintiff Plaintiff’s Counsel: United States Securities and Exchange Commission United States District Court, District of Utah, Central Division, Case No. 2:18-cv-00761-PMW

3 Retained by the United States Securities and Exchange Commission (SEC) in a matter involving misrepresentations to investors, the omission of material information, and perpetration of a fraudulent scheme involving the Melrose Resort, a decrepit property located on Daufuskie Island, South Carolina

In the Matter of J.S. Oliver Capital Management, L.P., et al. Retained by Plaintiff Plaintiff’s Counsel: United States Securities and Exchange Commission United States Securities and Exchange Commission Administrative Proceeding File No. 3-15446

Retained by the United States Securities and Exchange Commission (SEC) in administrative proceedings involving misconduct by a registered investment adviser and its executives for engaging in two distinct schemes: fraudulent trade allocation by “cherry-picking” favorable trades to affiliated hedge fund clients to the detriment of other, unfavored client accounts, and misusing client commission credits called “soft dollars”

Central States, Southeast & Southwest Areas Health and Welfare Plan Retained by Plaintiff Plaintiff’s Counsel: Office of the Solicitor, United States Department of Labor Employee Benefits Security Administration (ESBA) Case No. 50-033570(48)

Retained by the United States Department of Labor to provide analysis and opinions to assist the Department in evaluating the decision by the Central States, Southeast, & Southwest Areas Health and Welfare Fund to purchase property in Rosemont, Illinois for a commercial real estate development; tasked with reviewing the Fund’s decision-making process in the retention of design/construction consultants and assessment of the economic feasibility of the development project

United States of America v. James V. Mazzo Retained by Defendant Defendant’s Counsel: Skadden, Arps, Slate, Meagher & Flom LLP United States District Court, Central District of California, Case No. SA CR 12-269(C)-AG

Retained by the former Chairman and CEO of Advanced Medical Optics (AMO), against allegations of providing non-public information to former Major League Baseball All-Star player Doug DeCinces and others in advance of Abbott Laboratories’ (NYSE: ABT) $2.8 billion acquisition of AMO

Rincon EV Realty, LLC, et al. v. CP Rincon Towers, Inc., et al. Retained by Plaintiff Plaintiff’s Counsel: Boies, Schiller & Flexner LLP (case tried by David Boies) Superior Court, State of California, County of San Francisco, Case No. CGC 10-496887

Retained by a multifamily property owner in a breach of contract case involving Maiden Lane Trust, Federal Reserve Bank of New York, BlackRock and Carmel Partners; evaluated potential refinancing alternatives that would have been available to plaintiff but for lender interference with the waterfall provisions of a $110 million bridge loan; served as real estate appraisal and finance expert

4 Corners Holdings, LLC v. Sam Nazarian, et al. Retained by Defendant Defendant’s Counsel: Venable LLP Superior Court, State of California, County of Los Angeles, Case No. BC579079

Retained by Sam Nazarian, Founder and Chairman of SBE Entertainment Group, in his defense against allegations by investors of breaches of contract, fiduciary duty, and the implied covenant of good 4 faith and fair dealing in connection with the development and sale of SLS South Beach Hotel, a luxury resort in Miami, Florida

Size It, LLC v. ASICS America Corporation, ASICS Corporation, et al. Retained by Defendant Defendant’s Counsel: Sidley Austin LLP Superior Court, State of California, County of Los Angeles, Case No. BC597769

Retained by ASICS Corporation, a worldwide footwear and sports apparel company, in a matter alleging the licensees of the company’s U.S. retail stores were fraudulently induced by a company executive into making an investment that ultimately led to the closure of all U.S. retail stores

Fred Segal, LLC v. CormackHill, LP Retained by Defendant Defendant’s Counsel: Gibson, Dunn & Crutcher LLP United States District Court, Central District of California, Case No. 2:16-cv-06653-VAP

Retained by defendant in a matter alleging unfair competition and violation of the Lanham Act in connection with the Fred Segal brand and its former flagship store on Melrose Boulevard in Los Angeles; provided damages rebuttal analysis

In re Estate Financial, Inc. Debtor/Thomas P. Jeremiassen, Ch. 11 Trustee v. Bryan Cave LLP, et al. Retained by Defendant Defendant’s Counsel: Gibson, Dunn & Crutcher LLP United States District Court, Central District of California, Case No. 9:08-bk-11457-PC Adversary Case No. 9-11-ap-01146-PC

Retained by a prominent law firm in its defense against bankruptcy trustee’s claims of professional negligence, breach of contract, and breach of fiduciary duty in connection with alleged damages of over $100 million to over 1,500 individual investors in Estate Financial, Inc. and Estate Financial Mortgage Fund

Wave Lengths, et al. v. CBL & Associates Properties, Inc., et al. Retained by Defendants Defendants’ Counsel: Husch & Blackwell LLP United States District Court, Middle District of Florida, Case No. 2:16-cv-00206-SPC-MRM

Retained by defendants, a publicly-traded shopping mall REIT (NYSE: CBL) and its affiliates, in a putative class action alleging a fraudulent and illegal scheme of overcharging tenants for electricity at 45 shopping malls throughout the United States

Fresh Bites, Inc. v. Legacy Partners Sunset Lofts, LLC Retained by Plaintiff Plaintiff’s Counsel: Kirkland & Ellis LLP Superior Court, State of California, County of Los Angeles, Case No. BC565456

Retained by plaintiff, a restaurant tenant, in a claim alleging that landlord’s tortious interference led to the permanent closure of plaintiff’s restaurant; calculated damages due to lost profits

Berryhill v. Burton, et al. Retained by Defendant Defendant’s Counsel: Kirkland & Ellis LLP 5 Superior Court, State of California, County of Los Angeles, Case No. BC553674

Retained by defendant in a matter alleging intentional misrepresentation and fraud in connection with the purchase and sale of residential real property; provided opinions related to debt financing and assumption as well as custom and practice related to escrow, title and deed recording

Noble, et al. v. Greenberg Traurig, LLP, Wells Fargo Capital Finance, Inc., et al. Retained by Defendant Defendant’s Counsel: Williams & Connolly LLP and Fenwick & West LLP Superior Court, State of California, County of Alameda, Case No. RG11593201

Retained by defendant in a class action matter alleging breach of fiduciary duty, securities fraud, and misrepresentation that allegedly resulted in a loss of $700 million of investor capital; valued portfolio of hard money loans and provided opinions relating to the risk and return profiles of real estate development projects

Border Business Park, Inc. v. City of San Diego Retained by Defendant Defendant’s Counsel: Latham & Watkins LLP Superior Court, State of California, County of San Diego, Central, Case No. 692794

Retained by the City of San Diego in its defense against claims of inverse condemnation and breach of contract in connection with the development agreement of a 312-acre industrial parcel in Otay Mesa; performed analysis of debt burden and valuation of parcel over a 30-year horizon; successfully reversed a $94 million verdict – which had grown to $136 million – that had the City on the verge of bankruptcy, and reached an insurance settlement that paid the City $8.2 million

Green Street Advisors, LLC v. Jason Moore Retained by Plaintiff Plaintiff’s Counsel: Latham & Watkins LLP Superior Court, State of California, County of Orange

Retained by Green Street Advisors, a leading real estate and REIT research and advisory services firm, in a claim alleging that a former employee misappropriated, disseminated and profited from the use of the firm’s intellectual property, which included proprietary REIT research methods and metrics

Dallas Fire & Police Pension System v. Townsend Holdings, LLC, et al. Retained by Defendant Defendant’s Counsel: O’Melveny & Myers LLP District Court of Dallas County, Texas, Case No. DC-17-11306

Retained by investment consultant, a subsidiary of Colony Capital, Inc. (NYSE: CLNY), in its defense against allegations of breaches of contract, breaches of fiduciary duty and professional negligence in providing consulting services to Dallas Fire & Police Pension System; served as defendant’s valuation expert

Drake Kennedy v. Brian Kennedy, et al. Retained by Plaintiff Plaintiff’s Counsel: O’Melveny & Myers LLP Superior Court, State of California, County of Los Angeles, Case No. 18STCP02617

6 Retained by founder and co-owner of Regency Outdoor Advertising, Inc. in a dispute related to mismanagement of the company and misappropriation of assets; assisted the Court in quantifying the bond required to compensate plaintiff for the potential diminution in value arising from a stay in the proceedings due to a lengthy appellate process

ValueRock Investment Partners, LLC, et al. v. PK II Larwin Square SC LP, et al. Retained by Plaintiff Plaintiff’s Counsel: O’Melveny & Myers LLP Superior Court, State of California, County of Orange, Case No. 30-2016-00878748-CU-CO-CJC

Retained by buyer of a grocery-anchored retail ground lease from an existing lessee, in a matter alleging that the fee owner unreasonably withheld its consent to the assignment of the leasehold interest

D.T. Woodard, Inc., et al. v. United Parcel Service (UPS), et al. Retained by Defendant Defendant’s Counsel: Morrison & Foerster LLP Superior Court, State of California, County of Los Angeles, Case No. BC294647

Retained by UPS in its defense against a class action alleging false statements and omission of material facts in the conversion from the Mail Boxes Etc. (MBE) to the UPS franchise model, and claims that MBE franchisees suffered irreparable financial harm as a result of reliance on defendant’s misrepresentations

The Preserve at Redwood Shores Owners Association v. KB Home South Bay, Inc., et al. Retained by Defendant Defendant’s Counsel: Munger, Tolles & Olson LLP and Lorber, Greenfield & Polito LLP JAMS Arbitration Case No. 1100089451

Retained by a wholly-owned subsidiary of public homebuilder KB Home (NYSE: KBH) in a matter alleging diminution in value stemming from soils movement underneath 152 attached for-sale residential condominium units; provided opinions related to economic damages, accounting, and standard of care

Reach v. Spahi, et al. Retained by Defendant Defendant’s Counsel: Munger, Tolles & Olson LLP Superior Court, State of California, County of Los Angeles, Case No. SC124263

Retained by defendant in a matter whereby plaintiff sought the appointment of a receiver for the Santa Monica Ocean Towers Housing Corporation because it was allegedly “on the brink” of insolvency; opined that the appointment of a receiver would constitute a default under the corporation’s $105 million of securitized loans and potentially trigger an economic catastrophe for the corporation and its shareholders

Flagstone Island Gardens LLC, et al. v. City of Miami Retained by Plaintiff Plaintiff’s Counsel: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. Eleventh Judicial Circuit Court of Florida, Case No. 2017-013829-CA-01

Retained by a real estate developer in a matter alleging multiple breaches of contract in connection with the development of a mega-yacht marina, hotels and retail space in Miami, Florida; provided opinions related to the commercial real estate development process and evaluated whether investors would have been interested in and had available capital to invest in the proposed development 7

Potje, et al. v. Bluegreen Corporation Retained by Defendant Defendant’s Counsel: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. United States District Court, Southern District of Florida, Case No. 9:17-cv-81055

Retained by Bluegreen Corporation in its defense of a putative class action alleging violations of Florida’s Deceptive and Unfair Trade Practices Act, Florida’s False Advertising Law, and Florida’s Vacation Plan and Timesharing Act in connection with the purchase and sale of vacation timeshares; provided opinions related to custom and practice in the timeshare industry and standard terms and provisions in owner beneficiary and trust agreements

Golden Gateway Center v. San Francisco Waterfront Partners II, LLC Retained by Defendant/Cross-Complainant Defendant’s/Cross-Complainant’s Counsel: Farella Braun + Martel LLP Superior Court, State of California, County of San Francisco, Case No. CGC 15-548437

Retained by cross-complainant in a matter alleging breach of option agreement for the purchase of a 2 ½ acre parcel of waterfront land in San Francisco, the current site of Bay Club at the Gateway and proposed site for cross-complainant’s mixed-use real estate development project

United States of America v. County of Clark and Nevada Links, Inc. Retained by Defendant Defendant’s Counsel: Farella Braun + Martel LLP United States District Court, District of Nevada, Case No. 2:17-cv-02303

Retained by defendant Nevada Links, Inc. in an action alleging that lease payments to the United States Bureau of Land Management under a 99-year ground lease were below fair market value and in violation of a deed covenant and contract

Cornerstone Realty Advisors, LLC, et al. v. Summit Healthcare REIT, Inc., et al. Retained by Defendant Defendant’s Counsel: Thompson Coburn LLP Superior Court, State of California, County of Orange, Case No. 30-2014-00714004-CU-BT-CJC

Retained by Summit Healthcare REIT in its defense against claims of conspiracy, unfair competition and breach of contract in connection with the termination of an external advisory agreement and alleged cannibalization of employees/agents, clients and business opportunities

Martinez, et al. v. Optimus Properties, LLC, et al. Retained by Plaintiff Plaintiff’s Counsel: Skadden, Arps, Slate, Meagher & Flom LLP United States District Court, Central District of California, Case Nos. 2:17-cv-3581; 2:17-cv-3582; 2:17- cv-3583; 2:17-cv-3584; 2:17-cv-3585; 2:17-cv-3586

Retained by a group of multifamily tenants in the Koreatown neighborhood of Los Angeles in a series of actions involving the alleged violation of federal and state anti-discrimination laws by their landlord; provided opinions related to the standard of care of a landlord and calculated economic damages

Liberty Property Limited Partnership v. 10721 Jasmine LLC, et al. Retained by Plaintiff Plaintiff’s Counsel: Sheppard, Mullin, Richter & Hampton LLP 8 Superior Court, State of California, County of Orange, Case No. 30-2015-00805057-CU-BC-CJC

Retained by plaintiff in fraud and breach of contract case in connection with the purchase and sale of a single-tenant industrial property whereby the seller defendants concealed material facts and failed to disclose the imminent bankruptcy of the tenant; provided opinions regarding economic damages, efforts to mitigate damages, disclosures in real estate transactions and seller obligations

MJW Investments v. Sears Holding Company Retained by Defendant Defendant’s Counsel: Sheppard, Mullin, Richter & Hampton LLP Superior Court, State of California, County of Los Angeles, Case No. BC361451 JAMS Arbitration Case No. 1220040924

Retained by Sears Holding Company in its defense against claims of tortious interference and slander of title; performed residual land value analysis of historic 23-acre Sears development site in Boyle Heights district of Los Angeles

Sunset Landmark Investment LLC v. City of Los Angeles Retained by Defendant Defendant’s Counsel: Sheppard, Mullin, Richter & Hampton LLP, et al. Superior Court, State of California, County of Los Angeles, Case No. BS160807

Retained by defendant to provide opinions related to a California Environmental Quality Act (CEQA) lawsuit in connection with the proposed development of the 200-room Thompson Hollywood Hotel; performed economic and fiscal impact study and provided opinions related to the adverse consequences of project delays

Wells Fargo & Company, et al. v. 1317 Fifth Street Investors, L.P., et al. Retained by Plaintiff Plaintiff's Counsel: Katten Muchin Rosenman LLP Superior Court, State of California, County of Los Angeles

Retained by plaintiff in an action alleging breach of contract in connection with the distribution of proceeds in a partnership owning retail and office property in Santa Monica, California; performed valuation of partnership interest and damages analysis

Wright v. The Estate of Walter Johnson, Star Insurance Company, et al. Retained by Defendant Defendant’s Counsel: Locke Lord LLP Superior Court, State of California, County of San Bernardino, Case No. CIVDS1410112

Retained by insurance company in its defense against an action alleging a decedent’s liability for which the decedent was protected by an insurance policy that purported to indemnify the decedent against damages to real property caused by the negligent operation of a Cessna civil aircraft; performed economic damages analysis

California First, L.P. v. California Department of General Services Retained by Plaintiff Plaintiff’s Counsel: Liner LLP Superior Court, State of California, County of San Francisco, Case No. CGC10-505436

Retained by plaintiff, the winning bidder of the Golden State Portfolio transaction authorized by 9 California Governor Arnold Schwarzenegger, in a breach of contract matter related to the $2.3 billion sale of 11 state-owned office buildings

Brehm Communities, et al. v. Hearthstone, Inc., et al. Retained by Defendant Defendant’s Counsel: DLA Piper LLP Superior Court, State of California, County of Riverside, Case No. RIC 1200532 JAMS Arbitration Case No. 1100070665

Retained by a private equity fund in its defense against claims of breach of contract in connection with subdivision development agreements for the construction and delivery of numerous residential communities; provided opinions relating to the housing market during the Great Recession, cross- collateralization and offset provisions within investment partnerships, and customs and practices related to joint venture agreements

Stockdale Capital RE, LLC v. The Land of the Free, L.P. Retained by Defendant Defendant’s Counsel: Robins Kaplan LLP Superior Court, State of California, County of Los Angeles, Case No. BC613517

Retained by defendant in a matter alleging breach of contract and fraud arising out of its alleged willful refusal to honor an option agreement for the purchase of a $42 million office building in Beverly Hills, California; provided opinions related to custom and practice in the purchase and sale of real property and purchase option agreements

Watts, et al. v. The Bank of New York Mellon, et al. Retained by Defendant Defendant’s Counsel: Bryan Cave LLP Superior Court, State of California, County of Santa Barbara, Case No. 1385709

Retained by The Bank of New York Mellon in its defense against claims of negligence, promissory estoppel and unfair competition in connection with the origination of a single-family mortgage loan and subsequent foreclosure proceeding

Vayntrub v. Bank of America, N.A., et al. Retained by Defendant Defendant’s Counsel: Bryan Cave LLP Superior Court, State of California, County of Los Angeles, Case No. BC496253

Retained by Bank of America in its defense against claims of negligence, promissory estoppel, and unfair competition in connection with the origination of a single-family mortgage loan and subsequent foreclosure proceeding

PRDP Investments, Inc. v. Plano Riverwalk Development, Ltd, et al. Retained by Plaintiff Plaintiff’s Counsel: Wright & Close, LLP and Schlam, Stone & Dolan LLP County Court of Law of Dallas County, Texas, Case No. CC-14-02002-A

Retained by plaintiff in action to seek redress for various breaches of contract and fiduciary duty related to the management and marketing of two contiguous parcels of unimproved land; performed forensic accounting to reconstruct and evaluate all inflows and outflows related to the investment entity

10 John Young v. Andrew Sun, et al. Retained by Plaintiff Plaintiff’s Counsel: Keller/Anderle LLP Superior Court, State of California, County of Orange, Case No. 30-2013-00659963-CU-NP-CXC

Retained by plaintiff in a matter alleging breach of contract and fiduciary duty in connection with a business partnership spanning several decades; performed forensic flow of funds analysis, accounting and valuation of over 80 special purpose joint venture entities to facilitate partnership dissolution

MR Ventura Estates, LLC v. Mariano Rancho, LLC Retained by Plaintiff Plaintiffs’ Counsel: Venable LLP Superior Court of California, County of Los Angeles, Case No. BC640557 and JAMS Arbitration Reference No. 1210034509

Retained by real estate developer in an action related to the violation of a seller’s duty of disclosure in connection with the purchase and sale of 1,645 acres of vacant land in Ventura County, California

Garfield Beach CVS, LLC v. Playa Runway, LP Retained by Plaintiff Plaintiff’s Counsel: Miller Starr Regalia, A Professional Law Corporation Superior Court, State of California, County of Los Angeles, Case No. SC124387

Retained by CVS Pharmacy in a matter alleging landlord’s failure to construct and deliver a loading dock and receiving area pursuant to project plans and specifications. Quantified economic damages to plaintiff under the remaining period of its long-term lease at Runway Playa Vista

Ross v. Fox Retained by Plaintiff Plaintiff’s Counsel: Leonard, Dicker & Schreiber LLP Superior Court, State of California, County of Los Angeles, Case No. BC576879

Retained by a group of investors in a matter alleging breach of fiduciary duty and fraud in connection with the undisclosed mark-up of properties in real estate syndications; testified in trial as to liability and damages; jury adopted Habibi’s damages model and awarded plaintiff $13.4 million

Madison Nampa LLC v. Mattress Firm, Inc., et al. Retained by Defendant Defendant’s Counsel: Hicks Thomas LLP United States District Court, District of Idaho, Case No. 1:17-CV-00049-SAB

Retained by Mattress Firm, a 3,500-store bedding retailer, in an action related to its alleged breach of a retail lease that was fraudulently induced by developer plaintiff; provided rebuttal to plaintiff’s damages analysis and opinions related to custom and practice in leasing and development

Hathaway I, LLC and Hathaway II, LLC v. Hathaway Industrial Properties, et al. Retained by Plaintiffs Plaintiffs’ Counsel: Brown George Ross LLP Superior Court, State of California, County of Los Angeles, Case No. BC683747

Retained by plaintiffs in a matter alleging breach of contract involving industrial property in Santa Fe Springs, California; calculated economic damages 11

Wilshire Vermont Housing Partners, L.P. v. QBE Insurance Company, Certain Underwriters at Lloyd’s of London, et al. Retained by Defendants Defendants’ Counsel: Robins Kaplan LLP Superior Court, State of California, County of Los Angeles, Case No. BC629273

Retained by QBE Insurance Company, et al. in their defense against allegations of construction defects in a 449-unit apartment building over 36,486 square feet of retail in the Koreatown submarket of Los Angeles; performed damages analysis, valuation, and provided opinions related to the standard of care of a prudent landlord

Wilshire Vermont Housing Partners, L.P. v. Taisei Construction Corp., et al. Retained by Defendant Defendant’s Counsel: Lorber, Greenfield & Polito LLP, et al. Superior Court, State of California, County of Los Angeles, Case No. BC504178

Retained by general contractor in its defense against allegations of construction defects in a 449-unit apartment building over 36,486 square feet of retail in the Koreatown submarket of Los Angeles; performed damages analysis, valuation, and provided opinions related to the standard of care of a prudent landlord

Cilker Apartments, LLC v. Western National Construction, et al. Retained by Defendant Defendant’s Counsel: Lorber, Greenfield & Polito LLP Superior Court, State of California, County of Santa Clara, Case No. 113CV258281

Retained by general contractor in its defense against allegations of construction defects in a 182-unit multifamily community in San Jose, California; opined as to custom and practice in property management, financial performance, accounting, and damages; performed tenant concessions and loss of income analyses

The Irvine Company LLC, et al. v. California Pacific Homes, Inc., et al. (multiple cases) Retained by Defendant Defendant’s Counsel: Lorber, Greenfield & Polito LLP and Newmeyer & Dillion LLP

(1) Oak Glen Apartments: Superior Court, State of California, County of Orange, Case No. 30-2011- 00438784-CU-CD-CXC (2) Quail Meadow Apartments: Superior Court, State of California, County of Orange, Case No. 30- 2012-00577644-CU-CD-CXC (3) Sycamores at North Park Apartments: Superior Court, State of California, County of Santa Clara, Case No. 1-12-CV-234522 (4) Somerset Apartments: Superior Court, State of California, County of Orange, Case No. 30-2013- 00637022-CU-CD-CXC (5) Serrano Apartments: Superior Court, State of California, County of Orange, Case No. 30-2012- 00577644-CU-CD-CXC (6) Villa Siena: Superior Court, State of California, County of Orange, Case No. 30-2010-00421279- CU-CD-CXC

Represented defendants in a series of actions alleging construction defects in several multifamily communities; rendered opinions related to customs and practices in property management, financial performance, tax accounting, and economic damages 12

Endemor Realty (USA), Inc. v. AERC Desmonds’ Tower, LLC, et al. Retained by Defendant Defendant’s Counsel: Lorber, Greenfield & Polito LLP Superior Court, State of California, County of Los Angeles, Case No. BC624991

Retained by defendants in a matter alleging damages to Plaintiff’s apartment complex resulting from defendants’ failure to provide adequate lateral support to Plaintiff’s property during Defendants’ excavation work; provided damages rebuttal analysis

Malibu Beachfront Properties, LLC v. California Department of Transportation Retained by Plaintiff Plaintiff’s Counsel: Knudtson & Associates LLP Superior Court, State of California, County of Los Angeles, Case No. SC114852

Retained by plaintiff in inverse condemnation case related to loss of lateral support for two parcels of beachfront land; calculated damages based upon diminution in value; admitted as real estate appraisal and valuation expert and testified in jury trial; jury awarded damages to plaintiff

Cardiodiagnostic Imaging, Inc. v. Bledin, et al. Retained by Plaintiff Plaintiff’s Counsel: Law Office of Joseph M. Kar, a Professional Corporation Superior Court, State of California, County of Los Angeles, Case No. SC122520

Retained by a medical imaging center in breach of contract case involving the buyout provision of a partnership agreement; performed valuation of business and computed damages

• Representative consulting (non-litigation) clients include: o Goldman Sachs o McKinsey & Company o Boston Consulting Group o Bain & Company o Bank of America/Merrill Lynch o Citigroup o Macquarie Group o Glenview Capital Management o Tiger Global Management o Och-Ziff Capital Management o Yucaipa Companies o MSD Capital (Michael Dell) o Nationstar Mortgage Holdings, Inc. o Fortress Investment Group LLC o FS Investment Management, LP o Highbridge Capital Management (JP Morgan Asset Management) o Davidson Kempner Capital Management o P. Schoenfeld Asset Management o Providence Equity Partners o EQT Partners (also currently engaged as Industrial Advisor) o Institutional Venture Partners (IVP) o Norwest Venture Partners o Altimeter Capital o Atomic Labs 13 o Shamrock Holdings o Cadian Capital Management o Canyon Capital Realty Advisors o Fred Alger Management, Inc. o PricewaterhouseCoopers LLP o Napier Park Global Capital (Citigroup alternative investments) o The Riverside Company o Roystone Capital Partners o Iron House Real Estate, Brazil o Gulf Finance House, Dubai o TDM Asset Management, New Zealand o State Bank of India o Cornerstone Research o Analysis Group o Gerson Lehrman Group o Los Angeles Business Council o David Geffen School of Medicine at UCLA

PROFESSIONAL EXPERIENCE (NON-LITIGATION)

UCLA Anderson Graduate School of Management, Los Angeles, CA 2004-Present UCLA School of Law, Los Angeles, CA Continuing Lecturer in Finance, Accounting, Real Estate and Law (earned continuing appointment in 2012) • Teach Urban Real Estate Financing and Investing (Mgmt 278A); Entrepreneurial Real Estate Development (Mgmt 279B); and, Affordable Housing Development (Mgmt 298D) at UCLA Anderson School • Teach Accounting and Financial Skills for Lawyers (Law 434), Business Skills for Real Estate Lawyers (previously Law 434) and Social Entrepreneurship, Housing and Sustainability (Law 445) at UCLA School of Law; created and developed all of these courses, which were not previously offered at the School of Law • Consistently a top finalist for MBA Teacher of the Year Award, and while teaching undergraduates, was amongst the top professors campus-wide on BruinWalk.com (earned #1 position several times) • Published and taught several graduate business school case studies used regularly in the curriculum, including SLS Hotels (SBE Entertainment), Terranea Hotel (Lowe Enterprises), Campus El Segundo (Thomas Properties) and Ninth and Flower (CIM Group)

Habibi Properties, LLC, Los Angeles, CA Principal, Real Estate Investment and Development 2000-Present • Manage acquisition, financing, planning, development, rehabilitation, and asset management of single- and multi-family properties throughout • Properties under ownership include over 2,000 multi-family apartment units • Launched Arrowhead Residential Funds, investing in distressed single-family assets in Kansas City, MO; funds collectively own over 325 homes, delivering 13% annual unlevered yield to investors • Own and manage thousands of acres of almond and pistachio orchards in California’s San Joaquin Valley • Served as consultant to The KOR Group, managing the development of several projects throughout Los Angeles, including Barker Block (297 units plus retail) and Eastern Columbia (147 units plus retail)

Banc of America Securities, LLC, San Francisco, CA Summer Associate, Investment Banking 2002 • Advised client senior management on corporate mergers, acquisitions, divestitures and restructurings • Built merger and leveraged buyout (LBO) models, performed valuations and devised optimal structures for financial and tax reporting, devised capitalization structures and stock option plans for various enterprises

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The Walt Disney Company, Burbank, CA Manager, Transaction Support Group/Mergers and Acquisitions 1999-2000 • Assessed feasibility and potential capital structure for $500M, 5,760-room Pop Century Hotel • Analyzed impact of Section 423 employee stock purchase plan on EPS, leading to adoption of plan • Led initiative to install change of control provision (“poison pill”) on Disney stock options, accelerated vesting in the event of a merger/acquisition

Arthur Andersen LLP, San Francisco, CA Manager, Audit/Business Advisory Services (Financial Services, Banking and Real Estate) 1995-1999 • Promoted to Manager in 3 years and 9 months from date of hire, over one year ahead of firm standard • Managed IPOs, leading clients through SEC compliance and Registration Statement (Form S-1) filings, including technical guidance on accounting for stock-based compensation and revenue recognition • Defended Bank of America in class action litigation by California state and local governments under the False Claims Act, alleging failure to escheat funds that were deposited to pay municipal bonds; performed forensic accounting and flow of funds analysis to determine economic damages to the various claimants • Led due diligence in $1.8B acquisition of William Wilson & Associates by Cornerstone Properties • Spearheaded a successful private equity, hedge fund and venture capital audit practice

EDUCATION AND CERTIFICATIONS

The Stephen M. at the MBA with Highest Distinction, 2003 Awarded merit-based academic scholarship Beta Gamma Sigma Honor Society David T. Shelby Award for leadership of Wolverine Venture Fund Distinguished Alumnus Honoree, University of Michigan Ross Alumni Club

University of California at Santa Barbara BA, Business Economics and Accounting, 1995 Head Coach, Men’s Varsity Crew Pacific Coast Champion Oarsman, Men’s Varsity Lightweight Crew U.S. National Team Development Camp, Men’s Lightweight Crew

Certified Public Accountant (CPA), State of California (active license no. 77773)

Real Estate Salesperson, State of California Bureau of Real Estate (active license no. 01448788)

Real Estate Broker, State of Georgia Real Estate Commission (active license no. 370556)

BOARD/ADVISORY MEMBERSHIPS • Industrial Advisor, EQT Partners (Swedish group of 24 private equity funds with over €37B capital) • Member, Board of Advisors and angel investor, Knock (also chief economist) • Member, Board of Directors, Pacific Charter School Development (also Member of Audit Committee) • Member, Board of Advisors, Local Construct • Member, Board of Directors, Real Estate Investment Advisory Council (REIAC) • Member, Space Policy and Procedure Task Force, UCLA Health System and UCLA David Geffen School of Medicine • Member, Judging Committee, Gerald Loeb Award for Distinguished Business Journalism

15 • Member, Transit Oriented Development and Workforce Housing Task Force, City of Los Angeles (appointed by Los Angeles City Councilmember Gil Cedillo) • Advisor, Los Angeles Streetcar, Inc. – Led passage of $62.5M Community Facilities District via 72.9% affirmative vote in special election – featured on front page, Dec. 3, 2012 • Member, American Institute of Certified Public Accountants (AICPA)

MEDIA, PUBLICATIONS AND SPEAKING ENGAGEMENTS • Featured Speaker, “Commercial Real Estate,” UCLA Anderson Forecast, 2019 • Moderated “Real Estate Development in the Los Angeles Arts District,” California Lawyers Association Commercial Real Estate Symposium, 2018 • Taught “REITs: Overview and Market Trends,” Simpson Thacher & Bartlett LLP, New York, 2018 • Taught “Financial Skills for Litigators,” Quinn Emanuel Urquhart & Sullivan LLP, 2017 (to five offices) • Taught “Financial Skills for Litigators,” Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, 2017 • Keynote luncheon speaker, RCLCO Real Estate Advisors 50th Anniversary Retreat, 2017 • Authored “Housing Pays: Capturing the Economic and Fiscal Benefits of Increased Housing Production in Los Angeles,” published by Los Angeles Business Council Institute, 2017 • Featured speaker, Boutique and Lifestyle Lodging Association (BLLA) Leadership Symposium, 2016 • Keynote luncheon speaker, “Revitalization of Downtown Los Angeles,” Pension Real Estate Association (PREA) Symposium, 2016 • Moderated “The Construction Boom” panel, U.C. Berkeley Haas School of Business, 2016 • Authored “Could L.A. Become a River City?” Zócalo Public Square, September 8, 2015 • Authored “Easing L.A.’s Housing Crunch,” Op-Ed, Los Angeles Times, August 10, 2015 • Awarded Iranian-American Bar Association (IABA) “Excellence in Leadership Award,” 2015 • Featured Speaker, “Housing and California’s Future,” UCLA Anderson Forecast, 2015 • Authored “LA’s Next Frontier: Capturing Opportunities for New Housing, Economic Growth, and Sustainable Development in LA River Communities,” centerpiece of the Los Angeles Business Council Sustainability Summit, 2015 • Moderated “How Bullet Proof is Your Strategy” panel, U.C. Berkeley Haas School of Business, 2015 • Taught finance, tax accounting and land use training course to executives of Americold Logistics, a real estate investment trust (REIT) owned by Yucaipa Companies and Goldman Sachs, 2014 • Taught “New Professionals Track” to real estate and corporate attorneys at Crocker Symposium, 2014 • Taught “Business Law for Lawyers: Deal Structuring Seminar” at Crocker Symposium, 2013 • Featured speaker, McKinsey & Company Southern California luncheon, 2013 • Authored and presented “2013 Livable Communities Report: A Call to Action,” the centerpiece of the Los Angeles Mayoral Housing, Transportation and Jobs Summit, 2013 • Delivered economic forecast at Genesis LA Board of Directors Retreat, 2013 • Authored and presented “Building Livable Communities: Enhancing Economic Competitiveness in Los Angeles,” the centerpiece of the Los Angeles Mayoral Housing, Transportation and Jobs Summit, 2012 • Keynote luncheon speaker, Crocker Symposium, 2012 • Keynote speaker, Sheppard Mullin Richter & Hampton LLP Annual Retreat, 2011 and 2012 • Keynote speaker, Southern California Development Forum Annual Forecast, 2012 and 2013 • Delivered economic forecast at RealShare Los Angeles Apartments Conference, 2011 • Authored “L.A. Should Abandon Rent Control,” Op-Ed, Los Angeles Times, May 21, 2010 • Keynote speaker, Shamrock Capital Advisors Annual Investor Meeting, 2010 • Delivered economic forecast at UCLA Anderson Alumni Weekend, 2008, 2009 • Widely interviewed as real estate expert on major television and radio programs including BBC World News, NBC’s The Today Show, CNN, Bloomberg TV, CNBC, , CBS, ABC and NPR, as well

16 as all major dailies including , , , Los Angeles Times, Washington Post, and • For web links to hundreds of national media attributions, see www.GrayslakeAdvisors.com/Press

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