From: jeffrey E. <jeevacation@gmail.com>
Sent: Wednesday, April 11, 2018 1:13 PM
To: Richard Kahn
Subject: Re: Working to resolution

should we have an all hands confernce

On Wed, Apr 11, 2018 at 9:1= AM, Richard Kahn < wrote:

Richard Kahn
HBRK Associates Inc.
575 Lexington <https://maps.google=com/?q=575+Lexington+Avenue+4th+Floor+New+York,+NY+10022&entry=gma=l&source=g>
Avenue 4th Floor <https://maps.google.co=/?q=575+Lexington+Avenue+4th+Floor+New+York,+NY+10022&entry=gmail&=mp;source=g>
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Begin forwarded message:

From: Max Kohlenberg <

Subject:=RE: Working to resolution

Date: April 11, 2018=at 9:09:18 AM EDT

=o: 'Richard Kahn'

I'd love to Rich, but Harry is in the process o= discussing the options with others and as of last night (when I exchanged=emails with him) there was still discussion going on. I'll keep =ushing things forward today.

Thanks,

Max

A. Max K=hlenberg
Howland Evangelista Kohlenberg Burnett, LLP
One Financial P=aza – Suite 1600
Providence, Rhode Island 02903
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This email and any attachments thereto are intende= only for use by the addressee(s) named herein and may contain legally pri=ileged and/or confidential information. If you are not the intended =ecipient of this email, you are hereby notified that any dissemination, di=tribution or copying of this email, and any attachments thereto, is strict=y prohibited. If you have received this email in error, please immed=ately notify me by return email and permanently delete the original and an= copy of this message or attachment. Thank you.

<=r> Original Message

From: Richard Kahn [-
Sent: Wednesday, April 11, 2018 8:49 AM
To: Max Kohlenberg
S=bject: Re: Working to resolution

can we resolve this today? <=r>
Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
<https://maps.goog=e.com/?q=575+Lexington+Avenue+4th+Floor+New+York,+NY+10022&entry=g=ail&source=g>

New York, NY 10022
tel
cel

On Apr 6, 2018, at 1:54 PM, Max Kohlenberg <███████████████████████████████> wrote:

Thanks Rich.

-----Original Message-----
=rom: Richard Kahn [mailto: 
Sent: Friday, April 06, 2=18 12:40 PM

To: Max Kohlenberg
Subject: Re: Working to resolution

max,

if preferred noam can pay the 500k back to the trust, =AO take the full 3 million distribuiton and gift the children 500k, =C2 same day. for exmple.

Richard Kahn
HBRK Associates I=c.
575 Lexington Avenu= 4th Floor
<https://maps.google.com/?q=575+Lexington+Avenue+4th+Flo=r+New+York,+NY+10022&entry=gmail&source=g>
New Yor=, NY 10022
<https://maps.google.com/?q=575+Lexington+Av=nue+4th+Floor+New+York,+NY+10022&entry=gmail&source=g>
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<u>On A r 6, 2018,</u> at 9=05 AM, Max Kohlenberg

<mailto

> wrote:

Rich-

l&=39;m afraid I don't agree that negotiating the amount the children wil= receive needs to be gotten out of the way first. I think the first =tep is to figure out which of the three alternatives that we've discus=ed are actually viable. I am not concerned about Mass. law, but if a="carve off' for the children can't be accomplished without t=iggering a retroactive estate tax (with interest and penalties) then it ma= be that the unitrust (at some agreed rate) will be the only alternative w=rth considering. 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 the=marital deduction, in case that cost turns out to be little enough not to =issuade us from an approach that triggers it. If my concerns turn ou= to be unfounded that will be great, of course, but some review of this is=ue at your end (whether by Beth Tractenberg or some other attorney trusted=by Noam) would be helpful.

As noted, given the children's conce=n that the money doesn't run out during Noam's lifetime, I'd r=ally like to see what the annuity figures might be for a life annuity (as =pposed to a fixed term annuity). That could be run assuming fu=ding with 52M. The result would provide us with a baseline which we =ould scale from depending on what amount might actually end up being alloc=ted to the children.

I am also following up with Noam's daughte=s, as noted.

Max

A. Max Kohlenberg

Howland Evangelist= Kohlenberg Burnett, LLP One Financial Plaza —

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This emai= and any attachments thereto are intended only for use by the addressee(s)=named herein and may contain legally privileged and/or confidential inform=tion. If you are not the intended recipient of this email, you are h=reby notified that any dissemination, distribution or copying of this emai=, and any attachments thereto, is strictly prohibited. If you have r=ceived this email in error, please immediately notify me by return email a=d permanently delete the original and any copy of this message or attachme=t. Thank you.

-----Original Message-----
F=om: Richard Kahn [REDACTED]
Sent: Thursday, April 05, =018 12:34 PM
To: Max Kohlenberg
Subject:

the first issue is =he amount that the children will claim belongs to them. . =A0lets get that out the way. I have taken you at your word as =ou said that was definitely not the hold up as they only wanted to make su=e the assets were there for noams lifetime. the annuity can be=custom structured for a guaranteed 5 year 8 or 10 year payout, for n=am and his estate. the trust could buy the policy, no violatio= of mass law. I expect noam to receive 2 million dollars of the 2.5 =nd the children can have the balance. we will need to deal with the =00k note. Beth will join the litigation if need be, so no advi=e for the moment.

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor=/a>
New York, NY 10022=/a>
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fax █████████
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<https://maps.google.com/?q=575+Lexington+Avenue+4th+Fl=or+New+York,+NY+10022&entry=gmail&source=

g>

<mailto

On Apr 5, 2018, at 10:28 AM, Ma= Kohlenberg <  wrote:

Rich-

4

I will defin=tely be in touch with any questions (today if I can). But a reso=ution today will not be possible. Harry is considering the alter=atives you've suggested, as am I. I will also want to review=the alternatives with Noam's daughters. (As I have noted, al=hough they are not trustees they remain essential parties to any settle=ent.)

In addition to the substantive pros and cons of each approach= I will also need to consider the tax implications of the various alternat=ves that have been suggested (annuity, unitrust or division/distribution),=since we don't want any resolution to constitute an impermissible disp=sition of a marital trust, as that would trigger very substantial Massachu=etts and federal estate taxes, interest and penalties, based on the retroa=tive disallowance of the marital deduction taken at the time of Carol Chom=ky's death. With respect to this aspect, if Beth Tractenberg is =Iready familiar with this case, perhaps we could have the benefit of her i=sight on these issues? I would be grateful for that.

With res=ect to the annuity alternative, I'm not entirely sure I understand the=materials provided by Jarad Minsky. In particular it's not clear to me=whether the annuity illustration shows a five year payout, with no further=payments even if Noam is still living in 2023, or whether it illustrates a=minimum five year payout (even if Noam dies during that time period). Woul= you have any objection to my speaking with Jarad directly to clear up tha= question (and perhaps others)?

Thanks,

Max

A. Ma= Kohlenberg
Howland Evangelista Kohlenberg Burnett, LLP One Financial P=aza –
Suite 1600 Providence, Rhode Island 02903
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-----Original Message-----

From: Richard Kahr

=ent: Thursday, April 05, 2018 9:26 AM
To: Max Kohlenberg
Subject:

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

Richar= Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
<https://maps.google.com/?q=5=5+Lexington+Avenue+4th+Floor+New+York,+NY+10022&entry=gmail&source=g>
New York, NY 10022
<https://maps.google.com/?q=575+Lexington+Avenue+4th+Floor+New+York,+NY+10022&entry=gm=il&source=g>

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This email and any attachments thereto are=intended only for use by the addressee(s) named herein and may contain leg=lly privileged and/or confidential information. If you are not the i=tended recipient of this email, you are hereby notified that any dissemina=ion, distribution or copying of this email, and any attachments thereto, i= strictly prohibited. If you have received this email in error, plea=e immediately notify me by return email and permanently delete the origina= and any copy of this message or attachment. Thank you.

<=r>

-----Original Message-----
From: Richard Kahn [m
Sent: Tuesday, April 03, 2018 5:15 PM
To: Max Kohlenberg
=subject:

max:

without noams approval: which i would un=ertake to get - we can do a guaranteed 5 year payout for the 2 million lea=e the balance for harry and sisters. if noam passes the balance =if the 5 year goes to his estate... easy

Richard Ka=n

HBRK Associates Inc.

575 Lexington Avenue 4th Floor

<https://maps.google.com/?q=575+L=xington+Avenue+4th+Floor+New+York,+NY+10022&entry=gmail&source=3Dg>
New York, NY 10022

<https://maps.google.com/?q=575+Lexington+Avenue+4th+Floor+New+York,+NY+10022&entry=gmail=&source=g>

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