<table><tr><th>From:</th><th>Richard Kahn</th></tr><tr><td>Sent:</td><td>Thursday, December 14, 2017 10:26 PM</td></tr><tr><td>To:</td><td>jeffrey E.</td></tr><tr><td>Subject:</td><td>Fwd: Carol S. Chomsky Marital Trusts - Distribution</td></tr></table>

Richard Kahn
HBRK Associates Inc.
575 =exington Avenue 4th Floor
New York, NY 10022
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fax █████████████
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Begin forwarded message:
From: =/b>Deborah Pechet Quinan <>
Subject: =/b>RE: FW: Carol S. =homsky Marital Trusts - Distribution
Date: =/b>December 14, 2017 at 5:27:23 PM =ST
To: =/b>Noam Chomsky <>
Cc: "Valeria Chomsky (valeria.chomsky@gmail.com)" <>, "Richard Kahn <>"

Dear Noam,

Financial planning may =e the wrong term for Max to have used. As I recall Nick was =ngaged to prepare your and Valeria's tax returns and those of =he marital trusts, and to provide a financial analysis of your and =aleria's cash flows and income sources. The financial =nalysis was to have formed a baseline for a discussion to determine, =ollectively, which "buckets" (i.e. the Marital Trusts, =he IRA, other sources of income) would be accessed and in what =roportions, to meet your and Valeria's cash flow needs. =nbsp;Since there is a difference between a financial analysis and a =inancial plan, perhaps Max used the term "financial planningQ=9D a bit loosely. The financial analysis was also intended to =rovide clarity to you and Valeria regarding how Bainco had been =haracterizing your expenses, as Valeria was concerned that they had =anipulated the presentation of the information on their reports.

In the interests of =etting the federal estimate under way tomorrow, would you agree to my =ffirming Max's item 2(a) below with the caveat that a financial =nalysis, as opposed to a financial plan was agreed to, and that I will =ork with you on items 2(a) with the above caveat, (b) and (c)?

Do you have any =bjection to him providing me with the listing of corporate =rustees?

Thanks,
Deborah

Deborah Pechet Quinan, Esq. =L.M.
Shareholder
Chair, Trusts =amp; Estates Group
255 State Street, =th Floor | Boston, MA 02109
Direct:  | Cell: 
Assistant - Jayne Mahoney: 
Office:  | Fax: 
e-mail:  <mailto: > | www.riw.com | BIO

From: Noam Chomsky Imailto

Sent: Thursday, December 14, 2017 =2:38 PM

To: Deborah Pechet Quinan

Cc: Valeria Chomsky (1

); =ichard Kahn

<mailto:

Subject: Re: FW: Carol S. Chomsky =arital Trusts - Distribution

Acknowledging item 2, =s you suggest, is OK except for one qualification. Max writes =hat he had "previously been assured =prior to making tax payments on Noam's behalf at the end of =015 and in early 2016) that Noam would engage in a financial planning =rocess with Nick Nichols." Such a process had indeed been =uggested, but I did not accept the suggestion. There never was an =rrangement to engage in financial planning with Nick. There was a =ifferent arrangement with Nick about how Bainco had been listing =xpenses, but not about financial planning.

Max's reference in =is reconsideration to a financial advisor of my choosing is not a =roblem.

Noam

On Thu, Dec 14, 2017 =t 7:52 AM, Deborah Pechet Quinan <██████████<mailto:███████████> wrote:

Dear Noam, Valeria and Richard,

Please see Max's =esponse to the discussion I had with him on Tuesday. He has =ffered to make the $150,000 tax distribution but he wants my =ffirmation on Noam's behalf of the items below. I am =repared to provide the acknowledgements that Max has requested in item =. I do not think item 1requires an acknowledgement as it is =imply a statement of Max's position which he has now provided =n writing.

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

I have no =bjection to Max providing the list of corporate trustees he references =n item 3. It can't hurt to see what he is thinking in =his regard. Please let me know if I have your permission to =equest the list.

I await your =esponse.

Thank you,

Deborah

Deborah Pechet Quinan, Esq. LL.M.
Shareholder
Chair, Trusts & Estates =roup
255 =tate Street, 7th Floor <u>I Boston, =A 02109</u>
Direct: 617.570.3521 I Cell
Assistant = Jayne Mahoney
Office: I Fax:
e-mail: <mailtoil

|

| www.riw.com <http://www.riw.com/> | BIO

From: Max Kohlenberg [mailto:██████████████████████]
Sent: Thursday, December 14, 2017 =:57 AM
To: Deborah Pechet Quinan
Subject: Carol S. Chomsky Marital =rusts - Distribution

Deborah =E2??

I'm following up =n our conversation on Tuesday about principal distributions to Noam =rom the Carol S. Chomsky marital trusts. Please consider the =ollowing:

1. As I stated to you and as I now affirm to =ou in writing, I am certain that in the exercise of my discretionary =ower to make distributions of principal from the trusts I'm =ntitled to inquire into Noam's financial circumstances, =ncluding (a) the nature and extent of his resources, (b) his sources of =ncome, and (c) his expenditures. In fact, I'm equally =ertain that my fiduciary duty to Noam requires me to obtain that =nformation so as to adequately address his long-term needs and to =nsure that the trust is used for his exclusive benefit during his =ifetime. (I am mindful of the interests of Noam's =hildren, as residuary beneficiaries of the trusts, and of my fiduciary =uty to them as well, but as I've stated to you previously, my =rimary concern has been and continues to be Noam's =nterests.)

2. Having previously been assured (prior to =aking tax payments on Noam's behalf at the end of 2015 and in =arly 2016) that Noam would engage in a financial planning process with =ick Nichols, and having notified you at the time that I did not intend =o make any further principal distributions until that process was =ompleted, I informed you on Tuesday that I was not prepared to make any =rincipal distributions to Noam now. On further reflection, and =indful of Noam's distress, I've reconsidered the =ircumstances and am willing to make the proposed 5150,000 payment to =he IRS on his behalf, provided that you will (a) urge Noam to engage in = financial planning process (with Nick Nichols or another financial =rofessional of his choosing), (b) urge Noam to cooperate in =roviding some information to me about his financial resources, income =nd expenses (to a degree mutually acceptable), and (c) impress upon =oam the fact that though I am now making another tax payment from the =rust on his behalf, I do so with no intention of making further =istributions of principal unless he completes the financial planning =nd disclosure process that was agreed upon in 2015.

3. Lastly, with respect to my trusteeship, I =ave suggested to Harry Chomsky that I prepare a short list of =ualified, professional trustees for his consideration and for Noam'=. It is my hope that one of those candidates would be acceptable to =arry and to Noam (with your recommendation). This seems to me a good =pproach, given that Harry has unequivocally declared his unwillingness =o appoint Rich Kahn as my successor. Needless to say, if you'= like to suggest another approach to finding a successor to me I will =e glad to discuss it with Harry.

If you are in agreement =ith the points set out above, please reply acknowledging each of them =nd please also affirm that (as was the case with respect to the 2015 =nd 2016 tax payments) you have no objection to my direct payment of =unds to the IRS, as an expedient and permissible means to expedite that =ayment (instead of having me arrange for the distribution of the funds =o Noam's personal account for subsequent payment to the =RS). Lastly, please ask Noam's accountant to prepare a =uitable estimated tax payment voucher and forward it directly to me as =oon as possible. I will then ask Noam's investment =dvisors at Bainco to raise the necessary funds and make the =ayment.

Looking forward to your =eply,

Max

A. Max Kohlenberg

Howland Evangelista Kohlenberg Burnett, LLP

4

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