<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Friday, December 15, 2017 1:44 AM</td></tr><tr><td>To:</td><td>Noam Chomsky</td></tr><tr><td>Subject:</td><td>Re: FW: Carol S. Chomsky Marital Trusts - Distribution</td></tr></table>

just say , please be very specifit ,Q=A0 do you want a balance sheet. ? projected cash flow for next three=yeas. is that suffiicent?

=br>

On Thu, Dec 14, 2017 at 7:23 PM, Noam Chomsk wrote:

Before responding, I would like to check with =ou to see if this is OK and doesn't interfere with our general approac=

I was intending to respond by saying that item 2=is OK, as long it is made clear that the only thing was agreed to was that=Nick Nichols would go through Bainco's characterization of our expense= and formulate it correctly.

Key information from the image:

*   Email forwarded from: Deborah Pechet Quinan
*   Date: Thu, Dec 14, 2017 at 3:27 PM
*   Subject: RE: FW: Carol S. Chomsky Marital Trusts - Distribution
*   To: Noam Chomsky
*   Cc: Valeria Chomsky
*   Richard Kahn is also mentioned.
*   The email also contains the message "OK?"

Dear Noam,<=span>

Financial planning may be=the wrong term for Max to have used. As I recall Nick was engaged to=prepare your and Valeria's tax returns and those of the marital trusts, and to provide a financial analysis of your and Valeria's =ash flows and income sources. The financial analysis was to have for=ed a baseline for a discussion to determine, collectively, which "=uckets" (i.e. the Marital Trusts, the IRA, other sources of income) would be accessed and in what proportions, to meet your and Val=ria's cash flow needs. Since there is a difference between a=financial analysis and a financial plan, perhaps Max used the term .=9Cfinancial planning" a bit loosely. The financial analysis was also intended to provide clarity to you and Valeria regarding how Bain=o had been characterizing your expenses, as Valeria was concerned that the= had manipulated the presentation of the information on their reports.<=u>

In the interests of getti=g the federal estimate under way tomorrow, would you agree to my affirming=Max's item 2(a) below with the caveat that a financial analysis, as opposed to a financial plan was agreed to, and that I will wo=k with you on items 2(a) with the above caveat, (b) and (c)?=/span>

Do you have any objection=to him providing me with the listing of corporate trustees?

Thanks,

Deborah

=C2

Deborah Pechet Quinan, Esq. L1.M.

Shareholder

Chair, Trusts & Estates Group<pan style="font-size:10.5pt;font-family:"Calibri","sans-s=rif";color:black">
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From: 
Sent: Thursday, December 14, 2017 12:38 PM
To: Deborah Pechet Quinan
Cc: Valeria Chomsky; Richard Kahn

Su ject: Re: FW: Carol S. Chomsky Marital Trusts - Distribution</=>

Acknowledging item 2, as you suggest, is OK except f=r one qualification. Max writes that he had "previously been assured (prior to making tax payments on Noam's behalf at the end of 2015 and in early 2016) that Noam woul= engage in a financial planning process with Nick Nichols? Such a process had indeed been suggested, but I did not accept the sugge=tion. There never was an arrangement to engage in financial planning with Nick. There was a different arrangement with Nick =bout how Bainco had been listing expenses, but not about financial plannin=.

Max's reference in his reconsideration to a fina=cial advisor of my choosing is not a problem.

Noam

On Thu, Dec 14, 2017 at 7:52 AM, Deborah Pechet Quin=n

w=ote:

Dear Noam, Valeria and Richard,<=u>

Please see Max's response to the discussi=n I had with him on Tuesday. He has offered to make the $150,000 tax=distribution but he wants my affirmation on Noam's behalf of the i=ems below. I am prepared to provide the acknowledgements that Max has requested in item 2. I =o not think item 1 requires an acknowledgement as it is simply a statement=of Max's position which he has now provided in writing.

Please confirm that you are in agreement with my =greeing to and acknowledging item 2 and the items set forth therein. =As soon as I receive this from you I will proceed asap to respond to Max i= the affirmative and to confirm that he may make the estimated tax payment directly to the =RS. I will also at that time obtain the tax payment voucher from Nic= Nichol's office.

I have no objection to Max providing the list of =orporate trustees he references in item 3. It can't hurt to =ee what he is thinking in this regard. Please let me know if I have =our permission to request the list.

I await your response.

Thank you,

Deborah

Deborah Pechet Qui=an, Esq. LL.M.4>=A0
Shareholder

Chair, Trusts & E=tates Group

<https://maps.google.com/?q=255+State+Street,+7th+Floor%C2%A0%7=%C2%A0Boston,+MA+02109&entry=gmail&source=g>

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<=pan style="font-size:10.0pt;font-family:"Tahoma","sans-se=if"">From: Max Kohlenberg
[mailto:██████████████████
Sent: Thursday, December 14, 2017 6:57 AM
To: Deborah Pechet Quinan
Subject: Carol S. Chomsky Marital Trusts - Distribution

=A0

Deborah –

I'm following up on our conversation on T=esday about principal distributions to Noam from the Carol S. Chomsky mari=al trusts. Please consider the following:

1. =C240 As I stated to you and as I now affirm to=you in writing, I am certain that in the exercise of my discretionary powe= to make distributions of principal from the trusts I'm entitled to inquire into Noam's financial circumstances, including=(a) the nature and extent of his resources, (b) his sources of income, and=(c) his expenditures. In fact, I'm equally certain that my f=duciary duty to Noam requires me to obtain that information so as to adequately address h=s long-term needs and to ensure that the trust is used for his exclusive b=nefit during his lifetime. (I am

mindful of the interests of Noam*=804ks children, as residuary beneficiaries of the trusts, and of my fiduciary duty to them as well, but as l'=e stated to you previously, my primary concern has been and continues to b= Noam's interests.)

## =A0

2. =C24o Having previously been assured (prior to =aking tax payments on Noam's behalf at the end of 2015 and in earl= 2016) that Noam would engage in a financial planning process with Nick Nichols, and having notified you at the time that I did not inte=d to make any further principal distributions until that process was compl=ted, I informed you on Tuesday that I was not prepared to make any princip=l distributions to Noam now. On further reflection, and mindful of Noam's distress, I've r=considered the circumstances and am willing to make the proposed $150,000 =ayment to the IRS on his behalf, provided that you will (a) urge Noam to e=gage in a financial planning process (with Nick Nichols or another financial professional of his choosing), (b) urge=Noam to cooperate in providing some information to me about his financial =esources, income and expenses (to a degree mutually acceptable), and (c) i=press upon Noam the fact that though I am now making another tax payment from the trust on his behalf, I do so =ith no intention of making further distributions of principal unless he co=pletes the financial planning and disclosure process that was agreed upon =n 2015.

3. =C24> Lastly, with respect to my trusteeship, l=have suggested to Harry Chomsky that I prepare a short list of qualified, =rofessional trustees for his consideration and for Noam's. It is my hope that one of those candidates would be acceptable to Harry an= to Noam (with your recommendation). This seems to me a good approach, giv=n that Harry has unequivocally declared his unwillingness to appoint Rich =ahn as my successor. Needless to say, if you'd like to suggest another approach to finding a suc=essor to me I will be glad to discuss it with Harry.<=p>

## =A0

If you are in agreement with the points set out a=ove, please reply acknowledging each of them and please also affirm that (=s was the case with respect to the 2015 and 2016 tax payments) you have no=objection to my direct payment of funds to the IRS, as an expedient and permissible =eans to expedite that payment (instead of having me arrange for the distri=ution of the funds to Noam's personal account for subsequent payme=t to the IRS). Lastly, please ask Noam's accountant to prepare a suitable estimated tax payment voucher and forward=it directly to me as soon as possible. I will then ask Noam'= investment advisors at Bainco to raise the necessary funds and make the p=yment.

Looking forward to your reply,</=>

Max

=A0

A. M=x Kohlenberg

Howl=nd Evangelista Kohlenberg Burnett, LLP

One =inancial Plaza – Suite 1600

Prov=dence, Rhode Island 02903

## =A0 (cont.)

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