prohibited. If you have rec=ived this email in error, please immediately notify me by return email and p=rmanently delete the original and any copy of this message or attachment.&n=sp; Thank you. Original Message From: Ric=ard Kahn [mailto <mailto >1 Sent: Thursday, April 12, 2018 3:57 PM=br>To: Max Kohlenberg Subject: Re: Working to resolut=on tomorrow? =span>l am sincerely trying to be understanding of the time delay.. Richard Kahn HBRK A=sociates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fax cell On A r 11, 2018, at 10:51 AM, Richard K=hn < <mailto: =br> <1=» wrote: As im sure you realize. &nb=p;l took you at your word that the concern was for Noam not depleting the t=ust in his lifetime. and NOT a money grab by the children. &nbs=; As you and I can now craft a bullet proof solution to the form=r . i am very concerned that my fears are coming to fruition in the latter.= Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor 2 EFTA_R1_01589642 EFTA02476222

New York, NY 10022 tel fax cell =span> cell <=span> <=span> On Apr 11, 20=8, at 9:09 AM, Max Kohlenberg <Max 3 EFTA_R1_01589643 EFTA02476223

<mailto . </a» wrote:</span><br></blockquote></blockquote=</blockquotenblockquote type=> =br> ablockquote> A. Max Kohlenberg 4=lockquote> =blockquote type="cite">Howland Evangelista Kohlenberg Burnett, LLP O=e Financial Plaza — Suite 1600 Providence, Rhode Island 02903 =/blockquote> =/blockquote> This email and any attachments thereto are inte=ded only for use by the addressee(s) named herein and may contain legally p=ivileged and/or confidential information. If you are not the intended-recipient of this email, you are hereby notified that any dissemination, di=tribution or copying of this email, and any attachments thereto, is strictl= prohibited. If you have received this email in error, please immedia=ely notify me by return email and permanently delete the original and any c=py of this message or attachment. Thank you. ablockquote> =/blockquote> can we resolve this today? &n=sp; Richard Kahn 4 EFTA_R1_01589644 EFTA02476224

HBRK Associates Inc. =/blockquote> On Apr 6, 2018, at 1:54 PM, Max Kohlenb=rg </=» wrote: <mailto =blockquote type="cite"> Subject: Re= Working to resolution =blockquote type="cite"> Richard Kahn <=blockquote> HBRK Associates Inc. =/blockquote> =/blockquote> =/blockquote> Ric= - 4=lockquote> 5 EFTA_R1_01589645 EFTA02476225

I'm afraid I don't agree that=negotiating the amount the children will receive needs to be gotten out of t=e way first. I think the first step is to figure out which of the thr=e alternatives that we've discussed are actually viable. I am not con=erned about Mass. law, but if a "carve off" for the children can't be accom=lished without triggering a retroactive estate tax (with interest and penal=ies) then it may be that the unitrust (at some agreed rate) will be the onl= alternative worth considering. I am looking into that (as I said) an= I will also calculate the tax cost if we do follow a course that results i= loss of the marital deduction, in case that cost turns out to be little en=ugh not to dissuade us from an approach that triggers it. If my conce=ns turn out to be unfounded that will be great, of course, but some review o= 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 dur=ng Noam's lifetime, I'd really like to see what the annuity figures might b= for a life annuity (as opposed to a fixed term annuity). That c=uld be run assuming funding with $2M. The result would provide us wit= a baseline which we could scale from depending on what amount might actual=y end up being allocated to the children. =/blockquote> I am also following up with Noam's daughters, as noted. =/blockquote> <=lockquote type="cite"> Max A. Max Kohlen=erg Howland Evan=elista Kohlenberg Burnett, LLP One Financial Plaza — Suite 1600 Providence, Rhode Is=and 02903 Direct= 6 EFTA_R1_01589646 EFTA02476226

Main: Fax: <mailto =/blockquote> www.hekblaw.com chlockquote> =blockquote type="cite"> =/blockquote> <=lockquote type="cite"> =/blockquote> ---=-Original Message <=lockquote type="cite"> <mailto > From: Richard Kahn To: Max Kohlenberg Subject: <=lockquote type="cite"> 7 EFTA_R1_01589647 EFTA02476227

the first issue is the amount that the children will claim belo=gs to them. . lets get that out the way. I ha=e taken you at your word as you said that was definitely not the hold up as=they only wanted to make sure the assets were there for noams lifetime. &nb=p; the annuity can be custom structured for a guaranteed 5 year 8 or 1= year payout, for noam and his estate. the trust could bu= the policy, no violation of mass law. I expect noam to receive 2 mil=ion dollars of the 2.5 and the children can have the balance. we will=need to deal with the 500k note. Beth will join the litigation i= need be, so no advice for the moment. 4=lockquote> =blockquote type="cite> 575 Lexingt=n Avenue 4th Floor New York, NY 10022 <=pan>tel <=pan>fax <=pan>cell =span> =/blockquote> <=lockquote type="cite"> On Apr 5, 2018, at 10:28 AM, Max Kohlenberg < <mailto » wrote: <=lockquote type="cite"> 8 EFTA_R1_01589648 EFTA02476228

Rich - alockquote type="cite"> =span>I will definitely be in touch with any questions (today if I can). &nb=p; But a resolution today will not be possible. =Harry is <=lockquote type="cite"> considering the alternatives you've suggest=d, as am I. I will =/blockquote> also want to review the alt=rnatives with Noam's daughters. (As settlement.) In addition to the substantive pros and cons of each appro=ch, I will also need to consider the tax implications of the various altern=tives that have been suggested (annuity, unitrust or division/distribution)= since we don't want any resolution to constitute an impermissible disposit=on of a marital trust, as that would trigger very substantial Massachusetts=and federal estate taxes, interest and penalties, based on the retroactive d=sallowance of the marital deduction taken at the time of Carol Chomsky's de=th. With respect to this aspect, if Beth Tractenberg is already famil=ar with this case, perhaps we could have the benefit of her insight on thes= issues? I would be grateful for that. =/blockquote> With respect to the annuity alternative, I'm not entirely sure I=understand the materials provided by Jarad Minsky. In particular it's not c=ear to me whether the annuity illustration shows a five year payout, with n= further payments even if Noam is still living in 2023, or whether it illus=rates a minimum five year payout (even if Noam dies during that time period=. Would you have any objection to my speaking with Jarad directly to clear u= that question (and perhaps others)? 9 EFTA_R1_01589649 EFTA02476229

</=lockquote> =blockquote type="cite"> Max <Mockquote> =blockquote type="cite"> Suite 1600 Providence, Rhode Island 0=903 Direct: =ain: <Mockquote> Fax: <mailto > www.hekblaw=com <http://www.hekblaw.com> <=lockquote type="cite"> =/blockquote> ablockquote> Original Message 10 EFTA_R1_01589650 EFTA02476230