EFTA00878952.pdf

From: Valeria Chomsky To: "jeffrey E." <jeeyacation@gmail.com> Cc: Noam Chomsky Subject: Fwd: Chomsky Settlement Agreement Date: Thu, 22 Feb 2018 17:29:23 +0000 Hi Jeffrey, Did you find anything else about this below? As I told you before, Noam is not aware of a third IRA (it was never listed in Bainco's reports) and we never received any statements from Millennium or any indication that Noam has investments with them. "On Feb 13, 2018, at 5:42 PM, Kelly, William < > wrote: I just learned that Noam has three separate IRA accounts under management by Bainco (although only his Millennium Rollover account invested in private equity deals). I have added these IRAs as parties and attached a revised versions of the Settlement Agreement, together with a redline showing these edits. Hopefully, there will be no further changes." Valeria Chomsky Forwarded message From: Jeffrey E. leevacation@gmail.com> Date: Thu, Feb 15, 2018 at 11:05 PM Subject: Re: Chomsk Settlement A ement To: Darren Ind ke , Noam Chomsky >, Valeria Chomsky sign all ok On Thu, Feb 15, 2018 at 9:54 PM, Darren Indyke wrote: Jeffrey, The revisions seem fine to me. How do you want to proceed? The execution copy of the Settlement Agreement must be executed by Noam on every signature line, except for the line that is to be executed by Valeria. Once they execute, they can send Rich the signed counterparts and we can have Rich send it to Kelly to hold in Escrow pending our receipt of the counterparts signed by the Bainco Parties. Once both sides sign and Rich receives the signed counterparts, we will date the Settlement Agreement and the date on which the last parties sign will be the Effective Date and payment will be due within 3 business days after the Effective Date. EFTA00878952 Wire instructions have to be provided to Bainco 36 hours prior to the due date for the Payment. Wire instructions can be sent by email to Bainco with a copy to Kelly. The signed assignments must be sent on or prior to the Payment Date of the Settlement Amount. Noam is identified as the signature on all of the Assignments, so unless that is inaccurate, Noam is to sign all of the Assignments and must return them to Rich. The assignments are delivered against payment of the Settlement Amount. Once Noam signs the Assignments, Rich can email them to Bainco with a copy to Kelly. The execution copy of the Settlement Agreement is attached. The execution copies of the assignments are also attached. Shall I have Rich send the following email to Kelly: "Bill, The Settlement Agreement is acceptable and will be submitted to Noam and Valeria for signature. Please have your clients sign and date the Settlement Agreement and return the signed counterparts to me. Each of us shall hold the signed counterparts of the other parties (i.e., I will hold the Bainco Parties counterparts and you will hold the Chomsky Parties counterparts) in escrow until we both have signed counterparts from everyone. Assuming we get this signed by all parties by the end of the day on February 16,2018, then February 16, 2018 will be the Effective Date and the Payment Date will be and the signed assignments will be due on February 22, 2018. Please confirm receipt of this email. Thank you. Rich" DARREN K. INDYKE ****vnt****************vnt**********intitintitintitintitintitintitintite***********************************.***w******. The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - @ 2018 Darren K. Indyke, PLLC —All rights reserved. ******************************* en en en *nen.** entoritemtentiritte************************************* Begin forwarded message: EFTA00878953 From: Richard Kahn <I Subject: Fwd: Chomsky Settlement Agreement Date: February 15, 2018 at 9:11:55 PM EST To: Jeffrey Epstein <jeeyacation@gmail.com> Darren Indyke < Richard Kahn HBRK Associates Inc. Begin forwarded message: From: "Kelly, William" <I Date: February 15. 2018 at 9:05:12 PM EST To: Richard Kahn < Cc: Sam Bain , "Isabel Schermer" Jessica Foley Subject: RE: Chomsky Settlement Agreement Rich: I have made the revisions to the Settlement Agreement that you requested, and I attach clean and redlined copies. Please note that I am sending this revised agreement to my clients at the same time it is going to you, so they have not had an opportunity to review the changes. Consequently, I must take the usual recervation of the right to make changes in response to my clients' comments. Bill ;.:,http://www.nixon William E. Kelly Senior Counsel mages/np_firm_sigh mages/NP_Mono_bri ghtBlue_RGB_cropB O'NixonPeabodyl.I.P Please consider the environment before printing this email. This email message and any attachments are confidential and may be protected by the attomey/client or other applicable privileges. The information is intended to be conveyed only to the designated recipient(s) of the message. If you are not an intended recipient. please notify the sender immediately and delete the message from your email *stem. Unauthorized use, dissemination. distribution or reproduction of this message by other than the intended recipient is strictly prohibited and may he unlawful. Thank you. From: Richard Kahn [mailto: Sent: Thursday, February 15, 2018 2:45 PM To: Kelly, William Cc: Sam Bain <->; Mark O'Keefe ; Isabel Scharmer >; Jessica Foley < > Subject: Re: Chomsky Settlement Agreement . We are ok with you adding Jacki Malloy and her entity as signatories and Bainco Parties. EFTA00878954 2. I think you inadvertently omitted one of our requested changes to the confidentiality provisions of Section 16(b). We previously requested, without any objection by you, that there be inserted in Section 16(b) the clause that is underlined and in boldface below: (b) In the event that any of the Parties receives a subpoena, discovery request, or other process from a court, administrative agency, governmental authority, or party in any judicial, administrative, or other proceedings seeking the production of any information (whether in tangible, electronic, or other form) relating to this Agreement, including, but not limited to, the matters set forth in the Recitals, such Party shall, if and to the extent permitted by law: (i) provide notice of such demand, request or subpoena to all of the Parties as soon as reasonably practicable, but in no event later than five (5) business days after receiving it; (ii) provide all of the Parties with a copy of such subpoena, request, or other process; (iii) absent the agreement of all Parties to do otherwise, provide all of the Parties a reasonable opportunity to oppose the subpoena, request or other process on grounds of confidentiality, relevance, and/or any other grounds that may be asserted in good faith; and (iv) reasonably cooperate with, and not hinder, any effort by any of the Parties to protect his, her or its right and interest to maintain such information as confidential. Please incorporate this requested change. 3. Without reviewing the actual limited partnership agreements of the investment partnerships, we cannot be sure as to whether any obligations on the LPs in the limited partnership agreements would survive an assignment of the LP interests by the LPs even when the assignments have received all appropriate consents or waivers. Better practice is for there to be, as part of the assignment agreement, a reciprocal assumption by the assignee, who would sign the assignment, of all obligations, whether under the LP agreement or otherwise, in respect of the assigned interest and an indemnity for claims against the assignor for matters relating to the limited partnership interests and the limited partnership agreement. Alternatively, we can accept a representation from the Bainco Parties that no liability or obligations on IRAs or the Trust in respect of the LP interests being assigned, whether under the limited partnership agreements or otherwise, will survive the assignments, and an indemnity against any claims against the IRAs and the Trust in connection with matters arising after the Effective Date. With those additions, I believe that everything would be in order to close. Richard Kahn HBRK Associates Inc. On Feb 13, 2018, at 5:42 PM, Kelly, William < > wrote: Rich: I just learned that Noam has three separate IRA accounts under management by Bainco (although only his EFTA00878955 Millennium Rollover account invested in private equity deals). I have added these IRAs as parties and attached a revised versions of the Settlement Agreement, together with a redline showing these edits. Hopefully, there will be no further changes. Bill wAhttp://www.nixon William E. Kelly Senior Counsel mages/np_firm_sig/i mages/NP_Mono_bri ghtBlue_RGB_cropB aft ; @NixonPeabodvaP Please consider the environment before printing this email. This email message and any attachments are confidential and may be protected by the attomey/client or other applicable privileges. The information is intended to be conveyed only to the designated recipient(s) of the message. If you are not an intended recipient. please notify the sender immediately and delete the message from your email system. Unauthorized use, dissemination. distribution or reproduction of this message by other than the intended recipient is strictly prohibited and may be unlawful. Thank you. From: Kelly, William Sent: Tuesday, February 13, 2018 4:23 PM To: 'Richard Kahn' ,< M, Cc: Sam Bain •cl >; Mark O'Keefe c= >; 'Isabel Scharmer' ; Jessica Foley < > Subject: Chomsky Settlement Agreement Rich: Attached is what I hope will be the execution version of the Confidential Settlement Agreement. Also attached is a redline showing the changes from yesterday's draft. We've cleaned up typos and added the legal names of Noam's Revocable Trust and his IRA account. We have also made one substantive change by adding Jacki Malloy as a Bainco Party. Over the years Jacki performed a variety of freelance services for Noam which fell outside of the scope of her Bainco employment. We would like her (and her LLC) to be parties to confirm that she can rely on the general release. Also attached are Instruments of Assignment, covering all five partnership interests. In confirming the legal name of the IRA account (and Noam's authority to act alone on behalf of the account), we were advised that Noam and the General Partner will have to give the IRA custodian (Millennium Trust) notice that the RFID investments have been redeemed (the OutSmart investment was already written off and is no longer held in the IRA account). As provided in Section 3 of the Settlement Agreement, Bainco will pay the $267,500 settlement amount to the account or accounts designated by Noam, but you should be aware that, unless the redemption payment for the RFID shares is deposited back into the IRA, the custodian will be required to report the redemption to the IRS as a withdrawal from the IRA. Bill http://www.nixon William E. Kelly Senior Counsel mages/ntfirm_sigh mages/NP_Mono_bri ghtBlite RGB cropB mr are ; @NuconPeabodyLLP EFTA00878956  Please consider the environment before printing this email. This email message and any attachments are confidential and may be protected by the attomey/client or other applicable privileges. The information is intended to be conveyed only to the designated recipient(s) of the message. If von are not an intended recipient. please notify the sender immediately and delete the message from your email system. Unauthorized use, dissemination. distribution or reproduction of this message by other than the intended recipient is strictly prohibited and may be unlawful. Thank you. <Execution Version -- Confidential Settlement Agreement Noam Chomsky 4823-1405-8589 v.2.docx> <Compare_4823-1405-8589v1 - 4823-1405-8589v2 4810-647 please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00878957