Cane
        Clark llp

         
	
         

        3273 E. Warm Springs

        Las Vegas, NV 89120

         

	Kyleen E. Cane*	Bryan R. Clark^				Telephone:   702-312-6255
	Joe Laxague	Scott P. Doney		Facsimile:     702-944-7100
	Christopher T. Clark			Email: kcane@caneclark.com




 


March 26,
2014


 


Via
Email: steve@iwalletusa.com


 


Cubed, Inc.


Attn: Joseph
White


830 S 4th
Street


Las Vegas,
NV 89101


 


Re: Representation
Agreement


 


Dear Mr.
Joseph White:


 


Thank
you for choosing Cane Clark LLP (the “Firm”). We appreciate your choice of our firm and look forward to representing
Cubed, Inc. (the “Client”).


 


In
order to prevent misunderstandings and maintain our cordial and professional relationship, this Representation Agreement (“Agreement”)
sets forth the terms and conditions of our representation, including our policies with respect to how we bill for the legal services
rendered and costs incurred on your behalf. Services rendered prior to signing this Agreement are also subject to its terms. It
is important for you to review the contents of this Agreement carefully and call me if you have any questions.


 


Scope
of Engagement


 


You
have asked us and we have agreed, subject to our standard conflict of interest check, to represent the Client to perform specific
legal services set forth in the attached Schedule A (collectively “Scope of Engagement”). Our representation is limited
to the matters listed on Schedule A and we specifically disclaim any representation beyond the stated Scope of Engagement. If
you would like us to represent the Client in connection with any additional matters not specifically listed in Schedule A, please
feel free to contact us so that we may discuss your objectives and prepare a supplemental written schedule encompassing such additional
matters.


 


To
assist us in our representation and to enable us to complete the Client’s matters in a timely manner, we require the Client’s
full cooperation with our office in providing us with access to Client personnel, requested documents and information, keeping
us apprised of any changes in facts and circumstances that affect our services, and the payment of our bills in a current and
timely manner.


 




    	 



    	 



    

The
Client has retained the law firm of Cane Clark LLP and not any individual attorney. It is important that you understand that we
have agreed to act as counsel for Cubed, Inc. ONLY and, in the absence of a separate written representation agreement,
not for any of its principals, control persons, affiliates, interest holders or related entities. Please contact me immediately
if this does not comport with your understanding so that we may create separate written representation agreements and any appropriate
written disclosures and waivers.


 


Legal
Fees and Expenses


 


With
respect to our charges for legal services, many factors are taken into account in quoting the legal fees, including the time expended,
nature, and complexity of the work performed, the time required by the client, and the results achieved for the client by the
firm. Once we have had the opportunity to gather additional information from you, we will be able to provide you with an estimate
of the charges for our services. In certain instances, our office will complete initial research in this matter and will draft
a memorandum of our findings. We will generally charge you for this preliminary research and investigation conducted prior to
our first meeting, as well as the time spent during any initial client interview.


 


Client
agrees to compensate us based upon our standard hourly rates for those personnel performing the specific services required for
the Client. Our lawyers’ hourly rates range from $225 to $500 and our paralegals’ hourly rates range from $100 to
$185. We anticipate that Kyleen Cane ($500 per hour) will be primarily responsible for your matter, together with any other lawyers
or paralegals as may be necessary to complete the Scope of Engagement.


 


We
shall record time to a reasonable fraction of an hour invested in providing services to Client, including local travel time, in
quarter-hour increments. The hourly rate of the Firm’s personnel may be modified from time to time, any new rates, after
adopted, would apply to services rendered after the effective date of the new rates.


 


In
the discharge of our responsibility, it may be necessary for us to incur expenses for various items such as filing fees, EDGAR
or XBRL preparation and filing fees, court costs, court reporter fees, long distance telephone calls, postage, photocopying, overnight
or local delivery services, and in some instances, computerized legal research. These items are charged to each individual client
for whose benefit they are incurred. Therefore, in addition to the legal fees described above, you will be responsible for the
current and timely payment of all out of pocket disbursements, costs, and expenses, which will be separately itemized on our statement
to you. These may include travel, filing fees, and other expenses as reasonably required. We may also, in some instances, forward
invoices for such expenses to you directly.



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Engagement
Deposit and Trust Account Instruction


 


At
this time, we will not require that you deposit a retainer with our firm as security for the payment of our bills (an “Engagement
Deposit”). However, we have stated that we are willing to accept common stock of the Client at a value of $1.00 per share
for full payment of legal fees owed by the Client (“Shares”), except for any hard cost expenses incurred by us, so
long as the Client agrees to file an S8 registration statement to register these Shares for resale.


 


Further,
we reserve the right to require that you do deposit a retainer with our firm as a condition of our continued representation as
your strategy changes to include the pursuit of more aggressive or time-intensive tactics or should you become delinquent in the
payment of your bills. If required, the Engagement Deposit will be deposited in our Client Trust Account, but will not bear interest
for the Client’s benefit. The Engagement Deposit will not represent either a minimum fee or an estimate of the total fee
that the engagement may entail. The Client hereby authorizes the Firm to withdraw funds from the Engagement Deposit held in our
Client Trust Account to pay for attorney fees and costs incurred by the Firm, with any balance being refunded at the Client’s
discretion after termination of this engagement. The Client authorizes such disbursement prior to any other competing claim against
the Engagement Deposit or against any other Client funds maintained in our Client Trust Account.


 


Terms
of Payment


 


It
is our practice to send a monthly statement for services rendered during the previous month and for disbursements incurred on
Client’s account. The detail in the monthly statement will inform you of both the nature and process of the work and fees
and disbursements incurred. We do our best to ensure that our clients are fully satisfied not only with our services, but also
with the reasonableness of the fees and disbursements charged for those services. Therefore, if you have any question about any
invoice or the basis for our fees to you, you should raise it with us promptly for discussion. If you object only to a portion
of the invoice, we require that you timely pay the remainder, which will not constitute a waiver of your objection.


 


It
is critical that you make us aware of any disputes you may have with any of our charges or invoices immediately as we will rely,
in part, on a Client’s failure to object to our open invoices in determining to continue to provide services to the Client,
particularly where we are not holding an Engagement Deposit that exceeds the sum of our open invoices and the expected work for
the current billing cycle. Therefore, if the Client disputes any invoice, in whole or in part, we must receive written notice
of the objection as soon as practicable, but in no event later than forty-five (45) days from the date of the invoice so that
we may work with you to resolve the dispute in a timely fashion. The Client’s failure to provide us timely written notice
of an objection to our invoices constitutes a waiver of the objection.


 


We
ask and expect payment of our billings and retainers on a monthly basis. Our billing statements are due and payable upon receipt
since there is generally a relatively significant time lag between the rendering of our services and the submission of our statement.
Our firm will assess an interest charge of one and one-half percent (1.5%) per month on the unpaid balances of all billing statements
that are outstanding for more than thirty days. You will be responsible for any costs of collection incurred by our Firm, including
reasonable attorneys’ fees. If a billing becomes delinquent, we reserve the right to suspend legal services until the account
is current and/or an additional retainer is received.


 


Termination


 


This
Agreement may be prospectively terminated at any time upon reasonable advance written notice given by either party. If you change
your mind and no longer want us to complete this engagement, then the Engagement Deposit is refundable to the extent it exceeds
the costs incurred, as herein described, and the fees for the time spent on the project by attorneys and paralegals billed at
their customary hourly rate. We also reserve the right to limit or withdraw from further representation in the event you fail
to render payment when due, or if we determine that our continued representation of you would be unethical or inappropriate, or
if we have another reasonable basis for termination consistent with our professional duties to you as set forth in the Rules of
the Nevada Supreme Court. You will be charged for time, fees and costs incurred in formally withdrawing from any matter, including
any necessary motions or court appearances.


 


Retaining
Lien


 


Nevada
law permits us to hold the Client’s file and property, including the originals of any document or instruments, as security
for the payment of our final bill.


 


Conflict
of Interest


 


We
have performed a conflict of interest check and, with the exception of those matters identified in the Conflict Waiver Rider attached
hereto as Schedule B, have determined that we do not have a conflict with representing you in this matter. However, should you
believe that there are or will be other parties with a direct economic or personal interest relating to our representation, which
have not been previously disclosed to us, you agree to immediately contact us in writing with such information. We may not represent
multiple clients who have directly adverse interests without first explaining the facts and circumstances that give rise or may
give rise to the conflict and obtaining their informed written consent.


 



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Electronic
Communications


 


It
is the policy of the Firm to utilize the most efficient method of communicating with our clients. Accordingly, unless you specifically
direct us to the contrary, where feasible we will attempt to correspond with you via electronic mail.


 


Record
Retention Policy


 


All
records and files will be retained and disposed of in compliance with our policy in effect from time to time. Subject to future
changes, it is our policy not to retain records relating to a matter for more than five (5) years from the date the matter is
opened. Upon your prior written request, we will return records to you prior to their destruction. It is not administratively
feasible for us to advise you of the closing of a matter or the disposal of records. We recommend, therefore, that you maintain
your own files for reference to make written request for your files at the conclusion of a matter. If you have any questions concerning
our records retention policies, please contact us.


 


Results


 


Nothing
in this Agreement, or any of our statements to you should be construed as a promise or guarantee about the outcome of any matter
being handled. You understand that we have not and cannot guarantee results, and that our services shall be to give Client legal
advice and advocate Client’s position with regard to the matters described within Schedule A. Any comments about outcomes
are expressions of opinion only.


 


No
Continuing Obligation


 


Once
the legal work is complete, we have no obligation to inform you of future developments relative to legal work performed hereunder.
We advise that you periodically consult with an attorney with regard to any such future developments or if there is a significant
change in your circumstances.


 


Severability


 


Every
provision of this Agreement is severable. If any provision hereof is held to be illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the validity of the remainder of this Agreement.


 


Arbitration


 


Client
hereby agrees that, at the option of the Firm, any controversy between the Firm and the Client (including, without limitation,
any controversy regarding the construction of the Agreement, and any claim arising out of this Agreement or its breach), shall
be submitted to binding arbitration upon the written request of the Firm. The parties to such arbitration shall comply with the
rules of the American Arbitration Association. The prevailing party in any such arbitration shall be entitled to a reasonable
award of attorneys’ fees and costs, including the cost of the arbitration.



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Malpractice
Claim Subject to Arbitration


 


If
Client claims that the Firm committed malpractice or otherwise performed any legal services improperly, negligently, or incompetently,
then Client hereby agrees to submit the dispute to binding arbitration. By agreeing to this provision, Client understands that
Client waives the right to bring an action against the Firm in a court a law and further waives the right to a jury trial. The
cost of any such arbitration shall be borne by the losing party or in such proportion as the arbitrators shall decide. The parties
to such arbitration shall comply with the rules of the American Arbitration Association. The prevailing party in any such arbitration
shall be entitled to a reasonable award of attorneys’ fees and costs, including the cost of the arbitration.


 


Applicable
Law and Venue


 


The
laws of the State of Nevada shall govern the interpretation of this Agreement, exclusive of any choice of law provision. Client
consents to the jurisdiction of the state of Nevada for all disputes between Client and the Firm and agrees that exclusive venue
for the resolution of any such disputes shall be Clark County, Nevada.


 


Integrated
Agreement


 


This
Agreement and the documents executed or delivered in connection therewith constitute the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof. There are no agreements, understandings, restrictions, representations,
or warranties other than those set forth or referred to herein.


 


Modification


 


This
Agreement reflects the standard terms upon which we currently make our services available to clients. In the event that such standard
terms are modified in the future, this Agreement may be amended by us to reflect such modified standard terms (an “Amended
Agreement”). Unless you provide us with a written request, no separate modification of this Agreement is necessary to effect
such change, including with respect to the hourly rates of any particular individual. If the Client agrees and desires to receive
services from us under the Amended Agreement, no further action evidencing agreement need be taken by the Client.


 


On
the other hand, if the Client does not agree or desire to receive services from the Firm pursuant to the terms of the Amended
Agreement, Client may at any time, within (15) days of transmittal of the intent to amend this Agreement, exercise its existing
right to unilaterally terminate this Agreement by written notice to the Firm pursuant to the termination clause of this Agreement,
and the Firm shall thereupon discharge its termination responsibilities hereunder.



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The
undersigned warrants and represents that he or she has full power and authority to enter into this Agreement on behalf of the
Client.


 


If
you understand these billing and policy arrangements and find them acceptable, please sign the Acknowledgment and return it to
me. Please retain a copy for your records.


 


Again,
we thank you for choosing our firm and assure you of our best professional efforts. Should you have any questions, please contact
me.


 


	CANE
                                         CLARK LLP

         

         

         

         

        /s/
        Kyleen Cane

        By:
        Kyleen Cane, Esq.

         
		I
                                         AGREE TO THE TERMS AS SET FORTH ABOVE AND INCLUDED IN ATTACHED SCHEDULE A.

         

         

        /s/
        Joseph White

        Cubed,
        Inc. (“Client”)

        By:
        Joseph White

        Its:
        President



 


 


Schedule
A


 


The
Firm shall assist Client with legal services related to general securities and corporate matters of the Client,
specifically including Client’s intended private equity offering, SEC filings and related matters. Such services may
also include, but are not necessarily limited to, research, investigation, contact with governmental agencies and staff,
discussions with the Client and among Firm personnel. This Schedule may subsequently be amended by agreement between the
parties.



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Addendum to Engagement Agreement


 


Cubed, Inc., a Nevada corporation (the “Client”)
and Cane Clark LLP (“Cane Clark”) hereby agree to amend the terms of Client’s engagement of Cane Clark as follows:


 


1.  For legal services already rendered
(and upaid) as well as legal services to be rendered through August 30, 2014, Cane Clark LLP shall be paid by Client 300,000 shares
of Cubed Common stock at a price of $1 per share (the “Shares”).


 


2.Kyleen Cane, who is a partner with
Cane Clark, LLP, shall be issued the Shares for the benefit of the law firm. When issued, the Shares shall be registered under
a Form S-8 Registration Statement to be filed with the U.S. Securities and Exchange Commission.


 


3.All terms of Client’s engagement
of Cane Clark not specifically amended or altered by this Addendum shall remain in full force and effect.


 


IN WITNESS WHEREOF, the parties hereto
have executed this Addendum as of June 30, 2014.





Cubed, Inc.


 


 


By: /s/ Joseph White


Joseph White, President


 


 


Cane Clark LLP


 


 


By: /s/ Kyleen Cane


Kyleen Cane



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