On Apr 6, 2018, at 1:54 PM, Max Kohlenberg < wrote:<=:p> Thanks Rich. Original Message From: Richard Kahn Sent: Friday, April 06, 2018 12:40 PM To: Max Kohlenberg Subject: Re: Working to resolution max, if preferred noam can pay the 500k back to the trust,= take the full 3 million distribuiton and gift the children 500k= same day. for exmple. Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 8 EFTA_R1_01582968 EFTA02471400

On Apr 6, 2018, at 9:05 AM, Max Kohlenberg wrote:<=:p> Rich - I'm afraid I don't agree that negotiating the amount t=e children will receive needs to be gotten out of the way first. I th=nk the first step is to figure out which of the three alternatives that we'=e discussed are actually viable. I am not concerned about Mass. law, but if a "carve off" for the children can=t be accomplished without triggering a retroactive estate tax (with interes= and penalties) then it may be that the unitrust (at some agreed rate) will=be the only alternative worth considering. I am looking into that (as I said) and I will also calcu=ate the tax cost if we do follow a course that results in loss of the marit=l deduction, in case that cost turns out to be little enough not to dissuad= us from an approach that triggers it. If my concerns turn out to be unfounded that will be great, of co=rse, but some review of this issue at your end (whether by Beth Tractenberg=or some other attorney trusted by Noam) would be helpful. As noted, given the children's concern that the money=doesn't run out during Noam's lifetime, I'd really like to see what the ann=ity figures might be for a life annuity (as opposed to a fixed term annuity=. That could be run assuming funding with $2M. The result would provide us with a baseline which w= could scale from depending on what amount might actually end up being allo=ated to the children. I am also following up with Noam's daughters, as note=. Max 9 EFTA_R1_01582969 EFTA02471401

A. Max Kohlenberg Howland Evangelista Kohlenberg Burnett, LLP One Finan=ial Plaza — Suite 1600 Providence, Rhode Island 02903<=p> www.hekblaw.com</=> <http://www.hekblaw.com/> This email and any attachments thereto are intended o=Iy for use by the addressee(s) named herein and may contain legally privile=ed and/or confidential information. If you are not the intended recip=ent of this email, you are hereby notified that any dissemination, distribution or copying of this email, and any atta=hments thereto, is strictly prohibited. If you have received this ema=l in error, please immediately notify me by return email and permanently de=ete the original and any copy of this message or attachment. Thank you. Original Message From: Richard Kahn [mailto Sent: Thursday, April 05, 2018 12:34 PM To: Max Kohlenberg Subject: 10 EFTA_R1_01582970 EFTA02471402

the first issue is the amount that the children will c=aim belongs to them. . lets get that out the way. &=bsp;I have taken you at your word as you said that was definitely not the h=ld up as they only wanted to make sure the assets were there for noams lifetime. the annuity can be custom structured f=r a guaranteed 5 year 8 or 10 year payout, for noam and his estate. &=bsp; the trust could buy the policy, no violation of mass law. l=expect noam to receive 2 million dollars of the 2.5 and the children can have the balance. we will need to deal with the 500k not=. Beth will join the litigation if need be, so no advice for th= moment. Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 On Apr 5, 2018, at 10:28 AM, Max Kohlenberg wrote:=o:p> Rich - I will definitely be in touch with any questions (tod=y if I can). But a resolution today will not be possible. Ha=ry is considering the alternatives you've suggested, as am 1= I will 11 EFTA_R1_01582971 EFTA02471403

also want to review the alternatives with Noam's daug=ters. (As I have noted, although they are not trustees they rem=in essential parties to any settlement.) In addition to the substantive pros and cons of each a=proach, I will also need to consider the tax implications of the various al=ernatives that have been suggested (annuity, unitrust or division/distribut=on), since we don't want any resolution to constitute an impermissible disposition of a marital trust, a= that would trigger very substantial Massachusetts and federal estate taxes= interest and penalties, based on the retroactive disallowance of the marit=l deduction taken at the time of Carol Chomsky's death. With respect to this aspect, if Beth Tracte=berg is already familiar with this case, perhaps we could have the benefit o= her insight on these issues? I would be grateful for that. With respect to the annuity alternative, I'm not enti=ely sure I understand the materials provided by farad Minsky. In particular=it's not clear to me whether the annuity illustration shows a five year pay=ut, with no further payments even if Noam is still living in 2023, or whether it illustrates a minimum five par payout (even if Noam dies during that time period). Would you have any o=jection to my speaking with Jarad directly to clear up that question (and p=rhaps others)? Thanks, Max A. Max Kohlenberg Howland Evangelista Kohlenberg Burnett, LLP One Finan=ial Plaza — Suite 1600 Providence, Rhode Island 02903<=p> 12 EFTA_R1_01582972 EFTA02471404

www.hekblaw.com</=> <http://www.hekblaw.com/> This email and any attachments thereto are intended o=ly for use by the addressee(s) named herein and may contain legally privile=ed and/or confidential information. If you are not the intended recip=ent of this email, you are hereby notified that any dissemination, distribution or copying of this email, and any atta=hments thereto, is strictly prohibited. If you have received this ema=l in error, please immediately notify me by return email and permanently de=ete the original and any copy of this message or attachment. Thank you. Original Message From: Richard Kahn [mailto Sent: Thursday, April 05, 2018 9:26 AM To: Max Kohlenberg Subject: I'm hoping for a resolution today . If you ha=e any questions please lets set a time to speak. Thank you=/o:p> Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 13 EFTA_R1_01582973 EFTA02471405

fax 212-320-0381 cell 917-414-7584 On Apr 4, 2018, at 9:09 AM, Max Kohlenberg wrote:<=:p> Thanks for this Rich. I will review it (and the=prior email with attachments). I will get back to you ASAP with any q=estions. A. Max Kohlenberg Howland Evangelista Kohlenberg Burnett, LLP One Finan=ial Plaza - Suite 1600 Providence, Rhode Island 02903 www.hekblaw.com</=> <http://www.hekblaw.com/> This email and any attachments thereto are intended o=Iy for use by the addressee(s) named herein and may contain legally privile=ed and/or confidential information. If you are not the intended recip=ent of this email, you are hereby notified that any dissemination, distribution or copying of this email, 14 EFTA_R1_01582974 EFTA02471406