<table><tr><th>From:</th><th>Richard Kahn &lt;richardkahn12@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Monday, December 11, 2017 6:06 PM</td></tr><tr><td>To:</td><td>jeffrey E.</td></tr><tr><td>Subject:</td><td>Fwd: Distributions for Tax Payments from Carol S. Chomsky Marital Trusts</td></tr></table>

Richard Kahn
HBRK Associates Inc.
575 =exington Avenue 4th Floor
New York, NY 10022
tel 212-971-1306
fax 212-320-0381
cell 917-414-7584

Begin forwarded message:

From: =/b>Deborah Pechet Quinan <dq@riw.com>

Subject: =/b>RE: Distributions =or Tax Payments from Carol S. Chomsky Marital Trusts

Date: =/b>December 11, 2017 at 1:01:12 PM =ST

To: =/b>Noam Chomsky <nchomsky3@gmail.com>

Cc: Valeria Chomsky <valeria.chomsky@gmail.com>, Richard Kahn <richardkahn12@gmail.com>

Dear Noam,

Thank you for your =greement with my proposed scope of the call.

Unfortunately Richard =s not available to join the call as he is in Europe and he wishes me to =roceed one on one with Max, per emails that Richard and I exchanged =arly this morning and which I will forward to you now for your =iles. I will report back to the group after I speak with Max and =ave been able to synthesize our conversation.

Best,
Deborah
Deborah Pechet Quinan, Esq. =L.M.

Shareholder Chair, Trusts =amp; Estates Group 255 State Street, =th Floor I Boston, MA 02109 Direct: 617.570.3521 I Cell: =17.832.5726 Assistant - Jayne Mahoney: 617.570.3581 Office: 617.742.4200 I Fax: 617.742-2355 e-mail: dpq@riw.com <mailto:dpq@riw.com> I www.riw.com I BIO

From: Noam Chomsky Imailto:nchomsky3@gmail.cornj Sent: Monday, December 11, 2017 =2:53 PM To: Deborah Pechet Quinan Cc: Valeria Chomsky; Richard =ahn Subject: Re: Distributions for Tax =ayments from Carol S. Chomsky Marital Trusts

Sounds like the best approach for now.

Noam

On Mon, Dec 11, 2017 at 5:04 AM, Deborah Pechet Quinan <dq@riw.com> wrote: Dear Noam,

I plan to speak with Richard this morning if he is available =egarding strategy for the call. I will limit the call to Max'= resignation per your note below and address Harry's at a =ubsequent date of you agree. Best,

Deborah

Sent from my iPhone. Please excuse =revity and typos.

On Dec 10, 2017, =t 3:14 PM, Noam Chomsky <nchomsky3@gmail.com <mailto:nchomsky3@gmail.com» wrote:

Could you please arrange to have Richard =oin in the call to Max?

On the other matters you raise, I think it would be =est to delay until after I hear about the outcome of the discussion =ith Max and Richard.

Noam

On Fri, Dec 8, 2017 =t 12:49 PM, Deborah Pechet Quinan <dq@riw.com <mailto:dq@riw.com» wrote: Dear Noam,

Thank you for getting back to me. I =ill contact Max to set up a telephone call. Do you, Valeria, or =ichard want to join in the call and if so when are you =vailable?

Are you still planning on calling your =hildren to discuss your desire to have Max resign and Richard be =ppointed as his successor? We can proceed on both tracks in tandem and =eep each other, Valeria and Richard posted to ensure that all =ommunications are consistent. Please note that you only need two =hildren to remove any trustee,

so if two of =our children agree, either or both of Max and Harry can be =emoved. If both Max and Harry are removed, you =Ione appoint the =uccessor independent trustee.

I =m in complete agreement with you on all of the points you raise in your =ote below. I need to add one more thought here that I have been =eluctant to express, out of respect and sensitivity for the fact that =arry is your child. It is my belief that Harry ought to either =esign or be removed immediately. It is not appropriate for a =hild to be involved or have a say in a competent parent's =inances unless the arrangement is peaceful and unbiased, and truly =omfortable for the parent. In other words, at the =oint in time when your best interests ceased to be the priority for =arry, he should have stepped down as trustee or he should have been =dvised to step down.

Please let me know if anyone else wants to =e on the call with me. If I do not hear from anyone by 3:30 p.m. =astern I will go ahead and schedule the call with Max so as not to =elay; and the call can thereafter be rescheduled if anyone wants to =oin.

Best,

Deborah

Deborah Pechet Quinan, Esq. =L.M.
Shareholder
Chair, Trusts =amp; Estates Group
255 =tate Street, 7th Floor I Boston, =A 02109
Direct: 617.570.3521 I Cell: 617.832.5726
Assistant - Jayne =ahoney: 617.570.3581
Office: 617.742.4200 I Fax: 617.742-2355
e-mail: dpq@riw.com I www.riw.com I BIO
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From: Noam Chomsky (mailto:nchomsky3@gmail.comj Sent: Friday, December 08, 2017 =2:41 PM To: Deborah Pechet Quinan Cc: Valeria Chomsky; Richard =ahn Subject: Fwd: FW: Distributions for =ax Payments from Carol S. Chomsky Marital Trusts

I am quite shocked to hear Max's =esponse. He had no objections when my IRA was being deplete to =ay taxes for the entire estate and for distributions to family, not to =peak of management fees for the whole estate, along with other =istributions to family that he knew of, more than exhausting the =equired withdrawal. He was supposed to have been my lawyer then, =nd was in constant contact with Sam. There were no requests for =inancial statements when I was paying taxes for everyone. That's =ust the beginning.

I suppose you might as well talk to him. The technical =atters about delay of obtaining the funds until next week are just a =iversion. That doesn't matter as long as it is done by =id-month. What matters is his incomprehensible behavior.

Noam

---------- Forwarded message ----------
From: Deborah Pechet Quinan <dq@riw.com>
Date: Fri, Dec 8, 2017 at 7:02 AM

Subject: FW: =istributions for Tax Payments from Carol S. Chomsky Marital Trusts

To: "Noam Chomsky (nchomsky3@gmail.com <mailto:nchomsky3@gmail.com> )"
<nchomsky3@gmail.com>, "Valeria Chomsky (valeria.chomsky@gmail.com)" <valeria.chomsky@gmail.com>, "Richard
Kahn (richardkahn12@gmail.com)" <richardkahn12@gmail.com>

Dear Noam, Valeria and =ichard,

Please see Max's response below to the email I sent =im yesterday. I also forwarded you yesterday the voice mail that =ax left me and I await your responses. I want to make sure that =e are all on the same page as to next steps before I respond to =ax.

Deborah

Deborah Pechet Quinan, Esq. LL.M.
Shareholder
Chair, Trusts & Estates =roup
255 =tate Street, 7th Floor I Boston, =A 02109
Direct: 617.570.3521 I Cell: 617.832.5726
Assistant = Jayne Mahoney: 617.570.3581
Office: 617.742.4200 I Fax: 617.742-2355
e-mail: dpq@riw.com <mailto:dpq@riw.com> www.riw.com <http://www.riw.com/> BIO

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From: Max Kohlenberg imailto:MKohlenberg@hekblaw.cornj Sent: Thursday, December 07, 2017 =:22 PM To: Deborah Pechet Quinan Cc: Noam Chomsky (nchomsky3@gmail.com) Subject: RE: Distributions for Tax =ayments from Carol S. Chomsky Marital Trusts

Deborah =E2??

I =ave received your message and look forward to replying in greater =etail in due course. For this evening please let me note the =ollowing:

1. As I have noted to you, I do not agree =ith your assertion that I would be reasonably exercising my discretion =y making substantial principal distributions from the trusts without =ome inquiry into the circumstances surrounding Noam's =equest. I remain willing to discuss the scope of that inquiry, =ut I will not make the requested distributions without learning =ore.

2. While I acknowledge that Harry, as =rustee, is barred from participating in any decisions about principal =istributions, I do not in any way agree that this prevents me from =iscussing your message with him, which I intend to do =omentarily. As a co-trustee of the trust he is entitled to be =nformed of all trust matters, whether or not he has ultimate authority =s to any particular matter. He and his sisters are also entitled =o know of Noam's request, even if I choose not to follow any =dvice that they might offer.

3. As to practical matters, please note that = do not have any mechanism by which I can make direct payments from the =rust accounts. (I note this due to your reference to payment by =heck — there is no check writing capacity for either trust =ccount.) All trust assets are held at Bainco.

4. I contacted Bainco when I received your =essage, to give them notice that a request for funds may be =orthcoming. I was told that (a) it was already too late to =nitiate any fund transfers today, and (b) there is only a modest amount =f cash in each of the trust accounts.

5. If I request that Bainco liquidate =oldings to raise cash it is unlikely that funds will be available =efore early next week.

	6. If Bainco were to liquidate assets to =aise cash substantial capital gains taxes may be triggered.

7. Lastly, please note that the team at =ainco informed me that very substantial withdrawals were made from =oam's IRA this year (which I was not aware of, of course) and =n each occasion that they distributed cash to Noam from his IRA they =ontemporaneously informed his accountants of the amounts withdrawn, so .4 is hard to understand why no timely planning was undertaken to =ddress his tax liabilities, leaving us instead with the tax payment =mergency that you describe.

I will look forward to discussing this with you further =omorrow, if you are available.

Thank you,

Max

A. =ax Kohlenberg
Howland Evangelista Kohlenberg Burnett, LLP
One Financial Plaza —=Suite 1600
Providence,=Rhode Island 02903
Direct: 401.283.1239
Main: 401.283.1234
Fax: 401.283.1221
mkohlenberg@hekblaw.com
www.hekblaw.com

This email and any attachments thereto are intended only for =se by the addressee(s) named herein and may contain legally privileged =nd/or confidential information. If you are not the intended =ecipient of this email, you are hereby notified that any dissemination, =istribution or copying of this email, and any attachments thereto, is =trictly prohibited. If you have received this email in error, =lease immediately notify me by return email and permanently delete the =riginal and any copy of this message or attachment. Thank =ou.

From: Deborah Pechet Quinan (mailto:dq@riw.com] Sent: Thursday, December 07, 2017 =:18 PM To: Max Kohlenberg Cc: Noam Chomsky (nchomsky3@gmail.com) Subject: Distributions for Tax =ayments from Carol S. Chomsky Marital Trusts

Max-

At Noam Chomsky's direction I am writing to formally =equest two distributions on his behalf to be made from the Carol S. =homsky Marital Trusts, as follows:

$150,000 for 2017 federal estimated taxes =hich we ask that you remit directly to the US Treasury on Noam's =ccount (I do not have a voucher); and $109,271 for 2016 taxes paid from =oam's IRA and penalties incurred.

As I know you are aware, distributions =rom the marital trusts are to be made in your sole discretion. =our co-trustee, Harry Chomsky, has no =ay in making =iscretionary distribution decisions per the terms =f the trust. Therefore there is no need for you to confer =ith Harry and you are able to accede to this requestpromptly and without delay.

As I know you are also aware, the trust =ontains no standard requiring you to consider Noam's other =inancial resources. You are obligated to reasonably exercise your =iscretion, and making the 2017 income tax payment for Noam from these =rusts is more than reasonable under any analysis.

In addition, Noam's income tax liability for 2016 =as unnecessarily increased due to your refusal to make =he 2016 income tax payments from the trust. As a result, Noam had =o withdraw $109,000 from his IRA to make 2016 income tax payments and =271 in tax penalties were incurred. These =ithdrawalsunnecessarily and unreasonably increased Noam's =016 and 2017 income tax liabilities because the marital trusts had more =han sufficient funds to allow you to make these 2016 tax payments from =ssets that would not incur ordinary income tax on every dollar =istributed. Again, this distribution of $109,271is a reasonable =xercise of your discretion under any analysis. =nbsp;

Please confirm that you will take care of these =ayments before the close of business tomorrow. Please remit =he $150,000 check directly to the federal taxing authorities and fax me = copy of the check and remittance correspondence. See my fax =umber below. I will send you another email shortly with =irections for you to remit the $109,271 distribution.

Deborah
Deborah Pechet Quinan, Esq. LL.M.
Shareholder
Chair, Trusts & Estates =roup
255 =tate Street, 7th Floor | Boston, =A 02109
Direct: 617.570.3521 | Cell: 617.832.5726
Assistant - Jayne Mahoney: 617.570.3581
Office: 617.742.4200 | Fax: 617.742-2355

e-mail: dpq@riw.com <mailto:dpq@riw.com>
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