<table><tr><th>From:</th><th>Noam Chomsky</th></tr><tr><td>Sent:</td><td>Friday, December 8, 2017 3:57 PM</td></tr><tr><td>To:</td><td>jeffrey E.; Valeria Chomsky</td></tr><tr><td>Subject:</td><td>Fwd: FW: Distributions for Tax Payments from Carol S. Chomsky Marital Trusts</td></tr></table>

What's your suggestion about what I should do nex=?

Forwarded =essage
From: Valeria Chomsky</=>
Date: Fri, Dec 8, 2017 at 7:56 AM

To: "jeffrey E." <jeevacation@gmail.com <mailto:jeevacation=gmail.com> >
Cc: Noam Chomsky <  >

From M=x, below Deborah's email.

Forwarded message
F=om: Deborah Pechet Quinan
Date: Fri, Dec 8, 2017 at 9:02 AM
Subject: FW: Distributions f=r Tax Payments from Carol S. Chomsky Marital Trusts
To: "Noam Chom=ky
>, "Valeria Chomsky

Ric ar Ka n

Dear Noam, Valeria and=Richard,

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Please see Max =99s response below to the email I sent him yesterday. I also forward=d you yesterday the voice mail that Max left me and I await your responses= I want to make sure that we are all on the same page as to next steps before I respond to Max.

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Deborah =/span>

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Deborah Pechet Qui=an, Esq. LL.M. =A0

Shareholder

Chair, Trusts & E=tates Group
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From: Max Kohl-nberg [mailto:m <blackened out>]
Sent: Thursday, December 07, 2017 9:22 PM
To: Deborah Pechet Quinan
Cc: Noam Chomsky <blackened out>
Subject: RE: Distributions for Tax Payments from Carol S. Chomsky Ma=ital Trusts

Deborah -</=>

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I have received your m=ssage and look forward to replying in greater detail in due course. =or this evening please let me note the following:

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<=u>1. As I have noted t= you, I do not agree with your assertion that I would be reasonably exerci=ing my discretion by making substantial principal distributions from the t=usts without some inquiry into the circumstances surrounding Noam's request. I remain willi=g to discuss the scope of that inquiry, but I will not make the requested =istributions without learning more.

## </=pan> (cont.)

<=u>2. While I acknowled=e that Harry, as trustee, is barred from participating in any decisions ab=ut principal distributions, I do not in any way agree that this prevents m= from discussing your message with him, which I intend to do momentarily. As a co•trustee of the t=ust he is entitled to be informed of all trust matters, whether or not he =as ultimate authority as to any particular matter. He and his sister= are also entitled to know of Noam's request, even if I choose not to follow any advice that they might offer.=/u>

<=u>3. As to practical m=tters, please note that I do not have any mechanism by which I can make di=ect payments from the trust accounts. (I note this due to your refer=nce to payment by check — there is no check writing capacity for either trust account.) All trust asset= are held at Bainco.

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

<=u>5. If I request that=Bainco liquidate holdings to raise cash it is unlikely that funds will be =vailable before early next week.

<=u>6. If Bainco were to=liquidate assets to raise cash substantial capital gains taxes may be trig=ered.

<=u>7. Lastly, please no=e that the team at Bainco informed me that very substantial withdrawals we=e made from Noam's IRA this year (which I was not aware of, of cou=se) and on each occasion that they distributed cash to Noam from his IRA they contemporaneously informed his accountants =f the amounts withdrawn, so it is hard to understand why no timely plannin= was undertaken to address his tax liabilities, leaving us instead with th= tax payment emergency that you describe.

I will look forward to=discussing this with you further tomorrow, if you are available.=/u>

</=pan>

Thank you,</=>

</=pan>

Max

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</=pan>

## </=pan> (cont.)

A. Max Kohlenberg</=>

Howland Evangelista Ko=lenberg Burnett, LLP

One Financial Plaza =E2 Suite 1600

Providence, Rhode Isla=d 02903

</=pan>

This email and any att=chments thereto are intended only for use by the addressee(s) named herein=and may contain legally privileged and/or confidential information. =f you are not the intended recipient of this email, you are hereby notified that any dissemination, distribution o= copying of this email, and any attachments thereto, is strictly prohibite=. If you have received this email in error, please immediately notif= me by return email and permanently delete the original and any copy of this message or attachment. Than= you.

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</=pan>

</=pan>

From: Deborah =echet Quinan Sent: Thursday, December 07, 2017 4:18 PM To: Max Kohlenberg Cc: Noam Chomsky Subject: Distributions for Tax Payments from Carol S. Chomsky Manta= Trusts

Max-

4

## </=pan> (cont.)

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

$150,000 for 2017 federal estimated taxes which we a=k that you remit directly to the US Treasury on Noam's account (I =o not have a voucher); and

$109,271 for 2016 taxes paid from Noam's IRA=and penalties incurred.

As I know you are aware, distributions from the mari=al trusts are to be made in your sole discretion. Your co-trustee, H=rry Chomsky, has no say in making discretionary distribution decisions per the ter=s of the trust. Therefore there is no need for you to confer wit= Harry and you are able to accede to this request promptly and without delay.

As I know you are also aware, the trust contains no =tandard requiring you to consider Noam's other financial resources= You are obligated to reasonably exercise your discretion, and making the =017 income tax payment for Noam from these trusts is more than reasonable under any analysis.

In addition, Noam's income tax liability for=2016 was unnecessarily increased due to your refusal to make the 20=6 income tax payments from the trust. As a result, Noam had to withd=aw $109,000 from his IRA to make 2016 income tax payments and $271in tax penalties were incurred. These =ithdrawals unnecessarily and unreasonably increased Noam's 2016 and 2017 income tax liabi=ities because the marital trusts had more than sufficient funds to allow y=u to make these 2016 tax payments from assets that would not incur ordinar= income tax on every dollar distributed. Again, this distribution of $109,271 is a reasonable exercise of your disc=etion under any analysis.

Please confirm that you will take care of these paym=nts before the close of business tomorrow. Please remit the $150,000 =heck directly to the federal taxing authorities and fax me a copy of the c=eck and remittance correspondence. See my fax number below. I =ill send you another email shortly with directions for you to remit the $109,271 distribution.

Deborah

Deborah Pechet Qui=an, Esq. LL.M. =AO
Shareholder

## </=pan> (cont.)

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