<table><tr><th>From: </th><th>Richard Kahn &lt;</th></tr><tr><td>Sent: </td><td>Thursday, December 14, 2017 6:03 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
<u>New York. NY 10022</u>

- Letterhead: HBRK Associates Inc.; 575 Lexington Avenue, 4th Floor, New York, NY 10022

- Email header (visible):
  - Begin forwarded message
  - From: [PERSON A] (email address redacted)
  - Subject: Re: FW: [PERSON B] Marital Trusts - Distribution
  - Date: December 14, 2017 at 12:38:20 PM EST
  - To: [PERSON C] (email redacted)
  - Cc: [PERSON D], [PERSON E] (addresses redacted; several blacked-out blocks)

- Body excerpt (surrounding text shown in image; names redacted):
  - Acknowledging item 2 is OK except for one qualification. [PERSON F] wrote he had "previously been assured (prior to making tax payments on [PERSON A]’s behalf at the end of 2015 and in early 2016) that [PERSON A] would engage in a financial planning process with [PERSON G]." The writer says such a process was suggested but not accepted; there was never an arrangement to engage in financial planning with [PERSON G]. There was a different arrangement with [PERSON G] about how Bainco listed expenses, but not about financial planning.

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  - Several HTML encoding/artifact strings appear in the header (e.g., "=</b>", "=b>", "=M EST").
  - Multiple email addresses/lines are redacted with black bars.

Acknowledging =tem 2, as you suggest, is OK except for one qualification. Max =rites that he had "previously been assured (prior to making tax payments =n Noam's behalf at the end of 2015 and in early 2016) that Noam =ould engage in a financial planning process with Nick =ichols." Such a process had indeed been suggested, but I =id not accept the suggestion. There never was an arrangement to =ngage in financial planning with Nick. There was a different =rrangement with Nick about how Bainco had been listing expenses, but =ot about financial planning.

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

Noam

On Thu, Dec 14, 2017 at 7:52 AM, =eborah Pechet Quinan <███████████> wrote:

## Dear Noam, Valeria and Richard,

Please see Max's =esponse to the discussion I had with him on Tuesday. He has =tiered 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 2. I =0 not think item 1 requires an acknowledgement as it is simply a =tatement of Max's position which he has now provided in =riting.

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

I have no objection to Max =roviding the list of corporate trustees he references in item 3. =t can't hurt to see what he is thinking in this regard. =lease let me know if I have your permission to request the list.

I await your response.

Thank you,

Deborah

Deborah Pechet Quinan, Esq. LL.M. Shareholder Chair, Trusts & Estates Group 255 State Street, 7th Floor I Boston, MA 02109

Assistant - Jayne Mahoney:

Office

e-mail:

www.riw.com | BIO

From: Max =ohlenberg Imailt Sent: Thursday, December 14, 2017 6:57 AM =To: Deborah Pechet Quinan Subject: Carol S. Chomsky Marital Trusts - =istribution

## Dear Noam, Valeria and Richard, (cont.)

Deborah —

I'm following up on our conversation on Tuesday about =rincipal distributions to Noam from the Carol S. Chomsky marital =rusts. Please consider the following:

1. As I stated to you and as I now affirm to you in writing, = am certain that in the exercise of my discretionary power to make =istributions of principal from the trusts I'm entitled to inquire into Noam's =inancial circumstances, including (a) the nature and extent of his =esources, (b) his sources of income, and (c) his expenditures. In =act, I'm equally certain that my fiduciary duty to Noam requires me to obtain that information so as to =dequately address his long-term needs and to ensure that the trust is =sed for his exclusive benefit during his lifetime. (I am mindful =f the interests of Noam's 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 =o be Noam's interests.)

2. Having previously been assured (prior to making tax =ayments on Noam's behalf at the end of 2015 and in early 2016) =hat Noam would engage in a financial planning process with Nick Nichols, and having notified you at the time =hat I did not intend to make any further principal distributions until =hat process was completed, I informed you on Tuesday that I was not =repared to make any principal distributions to Noam now. On further reflection, and mindful of Noam's =istress, I've reconsidered the circumstances and am willing to =ake the proposed $150,000 payment to the IRS on his behalf, provided =hat you will (a) urge Noam to engage 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 =bout his financial resources, income and expenses (to a degree mutually =cceptable), and (c) impress upon Noam the fact that though lam now making another tax payment from the trust on his =ehalf, I do so with no intention of making further distributions of =rincipal unless he completes the financial planning and disclosure =rocess that was agreed upon in 2015.

3. Lastly, with respect to my trusteeship, I have suggested =o Harry Chomsky that I prepare a short list of qualified, professional =rustees for his consideration and for Noam's. It is my hope that one of those =andidates would be acceptable to Harry and to Noam (with your =ecommendation). This seems to me a good approach, given that Harry has =nequivocally declared his unwillingness to appoint Rich Kahn as my successor. Needless to say, if you'd like to =uggest another approach to finding a successor to me I will be glad to =iscuss it with Harry.

If you are in agreement with the points set out above, please =eply acknowledging each of them and please also affirm that (as was the =ase with respect to the 2015 and 2016 tax payments) you have no =bjection to my direct payment of funds to the IRS, as an expedient and =ermissible means to expedite that payment (instead of having me arrange =or the distribution of the funds to Noam's personal account for =ubsequent payment to the IRS). Lastly, please ask Noam's accountant to prepare a suitable estimated tax payment voucher and =orward it directly to me as soon as possible. I will then ask =oam's investment advisors at Bainco to raise the necessary =unds and make the payment.

## Dear Noam, Valeria and Richard, (cont.)

looking forward to your =eply,

Max

A. Max Kohlenberg

Howland Evangelista =ohlenberg Burnett, LLP

One Financial Plaza — Suite 1600

Providence, Rhode Island 02903

The image is a solid black rectangle.

www.hekblaw.com

This email and any =ttachments thereto are intended only for use by the addressee(s) named =erein and may contain legally privileged and/or confidential =nformation. If you are not the intended recipient of this email, =ou are hereby notified that any dissemination, distribution or copying of this email, and any =ttachments thereto, is strictly prohibited. If you have received =his email in error, please immediately notify me by return email and =ermanently delete the original and any copy of this message or attachment. Thank you.

NOTICE: This email with its attachments, if any, is intended solely for =ermitted use by authorized recipients. If you are not an authorized =ecipient of this email, your retention, transmission, disclosure, or =se of this email is prohibited. If you received this email in error, please notify the sender and delete this email and =ts attachments from your devices and systems.

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