<table><tr><th>From:</th><th>Richard Kahn</th></tr><tr><td>Sent:
To:</td><td>Friday, April 6, 2018 5:58 PM
jeffrey E.</td></tr><tr><td>Subject:</td><td>Fwd: Working to resolution</td></tr></table>

Richard Kahn
HBRK Associates Inc.
575 =exington Avenue 4th Floor
New York, NY 10022
████████████████

Begin forwarded message:

From: =/b>Max Kohlenberg <

Subject: =/b>RE: Working to =esolution

Date: =/b>April 6, 2018 at 1:54:47 PM =DT

To: =/b>'Richard Kahn'

Thanks Rich.

-----Original Message-----
From: Richard Kahn =mailto:
Sent: =riday, April 06, 2018 12:40 PM
To: Max Kohlenberg
Subject: Re: Working to resolution

max,

if preferred noam can pay =he 500k back to the trust, take the full 3 million =istribuiton and gift the children 500k, same day. for =xmple.

Richard Kahn
HBRK =ssociates Inc.
575 Lexington Avenue 4th Floor

New York, NY 10022

On Apr =, 2018, at 9:05 AM, Max Kohlenberg <████████████████████████████> wrote:

Rich-

I'm afraid I don't agree =hat negotiating the amount the children will receive needs to be gotten =ut of the way first. I think the first step is to figure out =hich of the three alternatives that we've discussed are actually =iable. I am not concerned about Mass. law, but if a "carve off' =or the children can't be accomplished without triggering a retroactive =state tax (with interest and penalties) then it may be that the =nitrust (at some agreed rate) will be the only alternative worth =onsidering. I am looking into that (as I said) and I will also =alculate the tax cost if we do follow a course that results in loss of =he marital deduction, in case that cost turns out to be little enough =ot to dissuade us from an approach that triggers it. If my =oncerns turn out to be unfounded that will be great, of course, but =ome review of this issue at your end (whether by Beth Tractenberg or =ome other attorney trusted by Noam) would be helpful.

As noted, given the children's concern that the money doesn't =un out during Noam's lifetime, I'd really like to see what the annuity =igures might be for a life annuity (as opposed to a fixed term =nnuity). That could be run assuming funding with $2M. =nbsp;The result would provide us with a baseline which we could scale =rom depending on what amount might actually end up being allocated to =he children.

I am also following up with =oam's daughters, as noted.

Max

A. Max Kohlenberg Howland Evangelista Kohlenberg Burnett, LLP One Financial =laza — Suite 1600 Providence, Rhode Island =2903

www.hekblaw.com

This email and any attachments =hereto are intended only for use by the addressee(s) named herein and =ay contain legally privileged and/or confidential information. If =ou are not the intended recipient of this email, you are hereby =otified that any dissemination, distribution or copying of this email, =nd any attachments thereto, is strictly prohibited. If you have =eceived this email in error, please immediately notify me by return =mail and permanently delete the original and any copy of this message =r attachment. Thank you.

-----Original message-----
From: Richard Kahn
Sent: Thursday, April 05, =018 12:34 PM
To: Max Kohlenberg
Subject: =br class="">

the first issue is the amount that the =hildren will claim belongs to them. . lets get that =ut the way. I have taken you at your word as you said that =as definitely not the hold up as they only wanted to make sure the =ssets were there for noams lifetime. the annuity can be =ustom structured for a guaranteed 5 year 8 or 10 year payout, for =oam and his estate. the trust could buy the policy, no =iolation of mass law. I expect noam to receive 2 million dollars =f the 2.5 and the children can have the balance. we will need to =eal with the 500k note. Beth will join the litigation if =eed be, so no advice for the moment.

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY =0022

On Apr 5, 2018, at 10:28 =M, Max Kohlenberg <████████████████████> wrote:

Rich -

I will =efinitely be in touch with any questions (today if I can). But a resolution today will not be possible. Harry is =onsidering the alternatives you've suggested, as am I. =nbsp;l will also want to review the alternatives with =oam's daughters. (As I have noted, although they =re not trustees they remain essential parties to any settlement.)

In addition to the =ubstantive pros and cons of each approach, I will also need to consider =he tax implications of the various alternatives that have been =uggested (annuity, unitrust or division/distribution), since we don't =ant any resolution to constitute an impermissible disposition of a =arital trust, as that would trigger very substantial Massachusetts and =ederal estate taxes, interest and penalties, based on the retroactive =isallowance of the marital deduction taken at the time of Carol =homsky's death. With respect to this aspect, if Beth Tractenberg =s already familiar with this case, perhaps we could have the benefit of =er insight on these issues? I would be grateful for that.

With respect to the annuity alternative, I'm =ot entirely sure I understand the materials provided by Jarad Minsky. =n particular it's not clear to me whether the annuity illustration =hows a five year payout, with no further payments even if Noam is still =iving in 2023, or whether it illustrates a minimum five year payout =even if Noam dies during that time period). Would you have any =bjection to my speaking with Jarad directly to clear up that question =and perhaps others)?

Thanks,

Max

A. Max Kohlenberg

Howland Evangelista =ohlenberg Burnett, LLP One Financial Plaza — <u>Suite=1600 Providence, Rhode</u> Island 02903



www.hekblaw.com

This email and any attachments =hereto are intended only for use by the addressee(s) named herein and =ay contain legally privileged and/or confidential information. If =ou are not the intended recipient of this email, you are hereby =otified that any dissemination, distribution or copying of this email, =nd any attachments thereto, is strictly prohibited. If you have =eceived this email in error, please immediately notify me by return =mail and permanently delete the original and any copy of this message =r attachment. Thank you.

-----Original Message-----

From: =ichard Kahn [maiIto
Sent: =hursday, April 05, 2018 9:26 AM
To: Max Kohlenberg
Subject:

I'm hoping for = resolution today . If you have any questions please lets =et a time to speak. Thank you

Richard Kahn
HBRK Associates =nc.
575 Lexington Avenue 4th Floor
New =ork, NY 10022

4

On Apr 4, 2018, at 9:09 =M, Max Kohlenberg wrote:

Thanks for this Rich. I will review it =and the prior email with attachments). I will get back to you =SAP with any questions.

A. =ax Kohlenberg

Howland Evangelista Kohlenberg Burnett, LLP =ne Financial Plaza - Suite 1600 Providence Rhode Island =2903

www.hekblaw.com

This email and any attachments =hereto are intended only for use by the addressee(s) named herein and =ay contain legally privileged and/or confidential information. If =ou are not the intended recipient of this email, you are hereby =otified that any dissemination, distribution or copying of this email, =nd any attachments thereto, is strictly prohibited. If you have =eceived this email in error, please immediately notify me by return =mail and permanently delete the original and any copy of this message =r attachment. Thank you.

-----Original Message-----
From: Richard Kahn
Sent: Tuesday, April 03, 2018 5:15 PM
To: Max =ohlenberg
Subject:

max:

without noams approval: which i would =ndertake to get - we can do a guaranteed 5 year payout for the 2 =illion leave the balance for harry and sisters. if =oam passes the balance of the 5 year goes to his estate... =nbsp; easy

Richard =ahn
HBRK Associates Inc.
575 Lexington =venue 4th Floor
New York, NY 10022