Preview
PLD-C-001
ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, State Bar number, and address): FOR COURT USE ONLY
JOSHUA P. FRIEDMAN, ESQUIRE (S.B. #216261)
JOSHUA P. FRIEDMAN AND ASSOCIATES, INC.
23679 CALABASAS ROAD #377
Electronically FILED by
CALABASAS, CA 91302
Superior Court of California,
‘TELEPHONE NO: (310) 278-8600 FAX NO. (Optional): (310) 388-542 County of Los Angeles
E-MAIL ADDRESS (Optional) jfriedman@jpfassociates.com 9/11/2023 12:00
ATTORNEY FOR (Name): Nelson Hardiman, LLP David W. Slayton,
SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles Executive Officer/Clerk of Court,
By M. Elder, Deputy Clerk
STREET ADDRESS: 1725 Main Street
MAILING ADDRESS: 1725 Main Street
CITY AND ZIP CODE: Santa Monica, CA 90401
BRANCH NAME: West Judicial District - Santa Monica Courthouse
PLAINTIFF: Nelson Hardiman, LLP
DEFENDANT: joseph Rubin
[1 boes 1 To_10
CONTRACT
COMPLAINT [7] AMENDED COMPLAINT (Number):
Cl cross-comptaint [-_] AMENDED CROSS-COMPLAINT (Number):
Jurisdiction (check all that apply):
CASE NUMBER:
[_] ACTION IS A LIMITED CIVIL CASE
Amount demanded [__] does not exceed $10,000 235M CYO4231
exceeds $10,000 but does not exceed $25,000
ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000)
[-] ACTION IS RECLASSIFIED by this amended complaint or cross-complaint
[__]from limited to unlimited
[J from unlimited to limited
Plaintiff* (name or names):
Nelson Hardiman, LLP
alleges causes of action against defendant* (name or names):
Joseph Rubin
This pleading, including attachments and exhibits, consists of the following number of pages:
a. Each plaintiff named above is a competent adult
[7] except plaintiff (name): Nelson Hardiman, LLP
(1) [_Ja corporation qualified to do business in California
(2) [__Jan unincorporated entity (describe):
(3) other (specify).
limited liability partnership
b. [_]Plaintiff (name):
a. [-_]has complied with the fictitious business name laws and is doing business under the fictitious name (specify):
b. C Thas complied with all licensing requirements as a licensed (specify):
c. [_] Information about additional plaintiffs who are not competent adults is shown in Attachment 3c.
4 a. Each defendant named above is a natural person
[except defendant (name): [Jexcept defendant (name):
(1) [Ja business organization, form unknown (1) []a business organization, form unknown
(2) [Ja corporation (2) [__)a corporation
(3) [Jan unincorporated entity (describe): (3) [-_] an unincorporated entity (describe):
(4) [Ja public entity (describe): (4) [-)a public entity (describe):
(5) [__Jother (specify): (5) [-_] other (specify):
+ Itthis form is used as a cross-complaint, plaintiff means cross-complainant and defendant means cross-defendant, Page 1 of 2
Form Approved for Optional Use COMPLAINT—Contract Code of Civil Procedure, § 425.12
Judicial Council of California
PLD-C-001 [Rev. January 1, 2007]
PLD-C-001
‘SHORT TITLE: ‘CASE NUMBER:
Nelson Hardiman, LLP vs. Joseph Rubin 235M CcYO04231
4 (Continued)
b. The true names of defendants sued as Does are unknown to plaintiff.
(1) [£1 Doe defendants (specify Doe numbers): were the agents or employees of the named
defendants and acted within the scope of that agency or employment.
(2) Doe defendants (specify Doe numbers): 1-10 are persons whose capacities are unknown to
plaintiff.
c. [_] Information about additional defendants who are not natural persons is contained in Attachment 4c.
d. [-] Defendants who are joined under Code of Civil Procedure section 382 are (names):
5. [_] Plaintiff is required to comply with a claims statute, and
a. [_] has complied with applicable claims statutes, or
b. [] is excused from complying because (specify):
6. [_] This action is subject to [J Givil Code section 1812.10 [_] Civil Code section 2984.4.
7. This court is the proper court because
a. a defendant entered into the contract here.
b. [) a defendant lived here when the contract was entered into.
a defendant lives here now.
the contract was to be performed here.
e. [_] a defendant is a corporation or unincorporated association and its principal place of business is here.
f. [[] real property that is the subject of this action is located here.
g. [_] other (specify):
8. The following causes of action are attached and the statements above apply to each (each complaint must have one or
more causes of action attached):
Breach of Contract
Common Counts
[1 other (specify):
9. [_] Other allegations:
10. PI: prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for
damages of: $93,182.20
interest on the damages
(1) according to proof
(2) [-] at the rate of (specify): percent per year from (date):
attorney's fees
(1) of: $
(2) according to proof.
d. [[] other (specify):
11. [] The paragraphs of this pleading alleged on information and belief are as follows (specify paragraph numbers):
Date: 9-8-23
Joshua P. Friedman, Esquire
(TYPE OR PRINT NAME)
» (Q6NATURE OF PLAINTIFF OR ATTORNEY)
(If you wish to verify this pleading, affix a verification.)
PLD-C-001 [Rev. January 1, 2007] COMPLAINT—Contract Page
2 of 2
PLD-C-001(1)
SHORT TITLE: CASE NUMBER:
Nelson Hardiman, LLP vs. Joseph Rubin 235M CYO04231
One CAUSE OF ACTION—Breach of Contract
(eumber)
ATTACHMENT TO Complaint C5) cross - Complaint
(Use a separate cause of action form for each cause of action.)
BC-1. Plaintiff (name): Nelson Hardiman, LLP
alleges that on or about (date): 12/5/18 & 5/20/20
a written [) oral [J other (specify):
agreement was made between (name parties to agreement):
Nelson Hardiman, LLP and Joseph Rubin
A copy of the agreement is attached as Exhibit A, or
[1] The essential terms of the agreement [E)) are stated in Attachment BC-1 [| are as follows (specify):
BC-2. On or about (dates): 7/21/20
defendant breached the agreement by Co the acts specified in Attachment BC-2 the following acts
(specify):
Defendant did not make the payments as required pursuant to the terms of the contract.
BC-3. Plaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or
excused from performing.
BC-4. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreement
[J as stated in Attachment BC-4 as follows (specify):
$93,182.20
BC-5. Plaintiff is entitled to attorney fees by an agreement or a statute
Co os
according to proof.
BC-6. - [] Other:
Page One
Page 1 of 1
Form Approved for Optional Use CAUSE OF ACTION—Breach of Contract Code of Civil Procedure, § 425.12
Judicial Council of California pww.courtinfo.ca.gov
PLD-C-001(1) [Rev. January 1, 2007]
PLD-C-001(2)
SHORT TITLE: CASE NUMBER:
Nelson Hardiman, LLP vs. Joseph Rubin 235m Ccv¥04231
TWO CAUSE OF ACTION—Common Counts
(eumbery
ATTACHMENT TO. Complaint [] Cross - Complaint
(Use a separate cause of action form for each cause of action.)
CC-1. Plaintiff (name): Nelson Hardiman, LLP
alleges that defendant (name): Joseph Rubin
became indebted to plaintiff [J other (name):
a. within the last four years
(1) [=] onan open book account for money due.
(2) because an account was stated in writing by and between plaintiff and defendant in which it
was agreed that defendant was indebted to plaintiff.
b. within the last two years [1 four years
(1) for money had and received by defendant for the use and benefit of plaintiff.
(2) [_] for work, labor, services and materials rendered at the special instance and request of defendant
and for which defendant promised to pay plaintiff.
[E1 the sum of $
the reasonable value.
(3) [_] for goods, wares, and merchandise sold and delivered to defendant and for which defendant
promised to pay plaintiff
[E1 the sum of $
[1] the reasonable value.
(4) for money lent by plaintiff to defendant at defendant's request.
(5) for money paid, laid out, and expended to or for defendant at defendant's special instance and
request.
(6) [_] other (specify):
CC-2. $ 93,182.20 , which is the reasonable value, is due and unpaid despite plaintiffs demand,
plus prejudgment interest according to proof LE) at the rate of percent per year
from (date):
CC-3. Plaintiff is entitled to attorney fees by an agreement or a statute
Co os
according to proof.
cc-4. [-] Other:
Page TWO
Page 1 of 1
Form Approved for Optional Use CAUSE OF ACTION—Common Counts Code of Gill Procedure, § 425.12
Judicial Council of California www.courtinfo.ca.gov
PLD-C-001(2) [Rev. January 1, 2009]
NELSONJARDIMAN HEALTHCARE LAWYERS
December 5, 2018
VIA EMAIL TRANSMISSIO. NLY (jrubin COM.
The Coachella Lighthouse, LLC
Attention: Joseph Rubin
1801 South La Cienega Boulevard, #301
Los Angeles, CA 90035
Re: Client Engagement Agreement
Client: The Coachella Lighthouse, LLC
Matter: Ongoing
Required Deposit: $8,000.00
Dear Mr. Rubin:
This Client Engagement Agreement (“Agreement”) sets forth the understanding between our law
firm, Nelson Hardiman, LLP (“we” or “us”) and The Coachella Lighthouse, LLC (“you”). We are
pleased to have the opportunity to render legal services for you. This Agreement sets forth the
terms and conditions of our representation.
Scope of Representation and Duties
1 You have asked us and we have agreed to advise and assist you with ongoing
regulatory compliance matters. Unless you and we make a different agreement in writing, this
Agreement will govern all future services we may perform for you on any other matter that we
agree to handle. Our representation of you on a matter shall end when we have completed our
essential work on that individual matter.
2 On those matters covered by this Agreement, we agree to provide those legal
services reasonably required to represent you, to take reasonable steps to keep you informed of
developments in such matters, and to respond to your reasonable inquiries. You agree to
cooperate fully with us, to provide us with information pertaining to such matters, to appear at
any legal proceeding as we deem necessary, to keep us informed of developments and any
change in your address or contact information, to abide by this Agreement, and to pay our bills
in a timely manner as required by this Agreement. We will not make any settlement or
compromise of any nature of any of your claims without your prior approval and you retain the
absolute right to accept or reject any settlement.
3 Our client is only the person or entity signing this Agreement. Unless expressly
agreed in writing, we are not representing (a) any related or affiliated person or entity; (b) any
1100 Glendon Ave | 14th Floor | Los Angeles, California 90024 | T 310.203.2800 | F 310.203.2727 www.nelsonhardiman.com
Nelson Hardiman, LLP Client Engagement Agreement
The Coachella Lighthouse, LLC
December 5, 2018
Page 2
parent, brother-sister, subsidiary, or affiliated corporation or entity; or (c) any of your or their
officers, directors, members, agents, partners, or employees.
4 You acknowledge and understand that agreements entered into by you with third
parties may impose obligations (such as giving notices, exercising rights, making payments,
making decisions, or taking actions at certain times). You understand and agree that we will not
be responsible for monitoring the performance of such agreements or calendaring or notifying
you of such obligations or deadlines.
5 You acknowledge and understand that we have not been engaged to provide you
with any tax advice concerning any of the services described in Paragraph 1. Any documents
prepared by us may have specific tax ramifications. To be sure you understand and are certain of
all the potential tax consequences of our services, you should consult with tax advisors regarding
such matters.
Legal Fees, Costs, and Billing
6 You agree to pay by the hour for all time spent on your matter by our attorneys
and legal personnel. Our fees will be calculated and billed at the regular hourly rate of each
lawyer, paralegal, or other professional rendering services on your matter and the specific hourly
rates of the individual lawyers, paralegals, and other professionals will be reflected on your bills.
Currently, our hourly rates range from $405 to $1,100, depending on the specific rate of the
attorney performing work and our hourly rates for paralegals and project assistants range from
$200 to $285. As the primary attorneys expected to perform work for your matter, the hourly
rates of Aaron Lachant and Lawrence Gill are $575 and $600, respectively. We reserve the right
to staff matters in the manner we deem reasonable and appropriate in our discretion.
ic Our hourly rates apply to all time spent on your matters, including but not limited
to the following: personal and telephone conferences; preparing, analyzing, and reviewing
correspondence, emails and other electronic communications; factual investigation and legal
research; preparing, analyzing, and reviewing pleadings, memos and other documents;
conducting negotiations; engaging in depositions and other documentary discovery; making
court and arbitration appearances, including any waiting time; preparing for and attending any
trial or arbitration hearing; local and out of town travel; and conferring with other lawyers and
staff in our office. Our time is billed in minimum increments of one-tenth (0.1) of an hour. From
time to time, we may increase our rate structure or the rates of particular lawyers, paralegals, or
other professionals, in which event, the new rates shall apply effective as of the next calendar
month following written notice to you of the increase in our rate structure or particular rates. If
you decline to pay the increased rates, we will have the right to withdraw as your lawyers in
accordance with Paragraph 23. below.
8 We will incur various costs and expenses and will provide certain administrative
or other related services while performing legal services for you. You agree to pay a surcharge of
three percent (3%) of monthly fees incurred to cover in-house administrative costs, such as
Nelson Hardiman, LLP Client Engagement Agreement
The Coachella Lighthouse, LLC
December 5, 2018
Page 3
telephone conference fees, facsimile transmission, routine photocopying, and postage. External
costs and expenses (and any non-routine internal charges) generally will be charged to you at our
cost and may be required to be paid in advance. You agree to pay for those items in addition to
the fees for legal services. To aid in your matter, it may become necessary to hire experts,
consultants, or investigators. We will not hire such persons unless you agree to pay their fees and
charges. If your matter involves litigation, you also agree to pay jury or arbitration fees and other
related court or arbitration costs when due.
9 You acknowledge and understand that if your matter proceeds to court action or
arbitration, the court may award attorney fees as well as some or all of the type of costs
enumerated in Paragraph 8 above to the other party or parties. Payment of such attorney fees and
costs shall be solely your responsibility. Similarly, other parties may be required to pay some or
all of the attorney fees and costs incurred by you in your matter. You acknowledge that any such
payment determination as to other parties does not in and of itself affect the amount of the fees
and costs to be paid by you to pursuant to this Agreement.
10. We will transmit to you periodic bills for attorney fees and costs. The attorney
fees portion of the bill will include the amount of fees owed, each attorney’s or paralegal’s
hourly rate, and the amount of time spent by each attorney or paralegal by date and a description
of the legal services provided. The cost portion of the bill will include the amount of costs owed
and identify the date, nature, and amount of each cost incurred. You agree to promptly review all
our bills and to promptly communicate any objections, questions, or concerns about their
contents. Each bill will be due and payable in full upon receipt. If any bill is not paid in full
within 20 days after mailing, we will have the right to postpone or defer providing additional
services and to withdraw as your lawyers in accordance with Paragraph 23 below. You also
agree to pay each month a delinquency charge of one percent (1%) of the amount not paid until it
is paid in full, in each case regardless of whether any payment grace period is or may be granted.
Our failure to impose such delinquency charge on one or multiple occasions is not a waiver of
our right to thereafter impose such charge.
11. If, in the future, you make arrangements for a third party, such as an insurance
company, to pay all or part of the legal fees and costs incurred by you under this Agreement, you
shall promptly advise us in writing of such arrangements. If we accept any payment from such
third party, such acceptance will not make such third party our client nor relieve you of any of
your obligations under this Agreement. If such third party does not timely pay us, you agree to
pay us as required by this Agreement.
12. This Agreement is addressed only to you. However, we recognize that you may
operate by or through one or more corporations or other entities, some of which may not yet be
in existence. If you request, we will bill the entity for which the work is done and such entity
shall be bound by this Agreement. However, if any entity so billed is delinquent in payment for
more than 30 days, you agree to immediately pay all outstanding attorney fees and costs. You
agree that we shall not be required to exhaust our remedies against the entity which has been
billed.
Nelson Hardiman, LLP Client Engagement Agreement
The Coachella Lighthouse, LLC
December 5, 2018
Page 4
Disclaimer of Guarantee and Estimates
13. You acknowledge and agree that nothing in this Agreement and nothing in our
bills to you is to be construed by you as a guarantee or promise about the outcome of your matter
or any phase thereof. We make no such guarantees or promises. Our comments about the
outcome of your matter or any phase thereof are expressions of opinion only, are neither
promises nor guarantees, and shall not be construed by you as promises or guarantees.
14. You also acknowledge and agree that any security retainers made by you or any
estimate of fees and costs given by us are not a representation of a flat fee and will not be a
limitation on the fees or costs that you are required to pay nor a promise or guarantee that fees
and costs will not exceed the amount of the security retainer or our estimate. Actual fees and
costs may vary significantly from any estimates given.
Security Retainer
15. Our firm requires you to make a security retainer to be held by us as security for
payment of attorney fees and costs before we start work on your matter. For this matter, we have
requested and you have agreed to pay us a security retainer in the amount of $8,000.00 at the
time you sign this Agreement. You acknowledge and agree that this security retainer is not an
estimate of total fees and costs to be charged by us on your matter, but instead is an amount to
secure your payment of attorney fees and costs on your matter, and you also agree that the firm
has a secured interest in the retainer in the amount of the attorney fees and costs for the work that
we have performed on your matter. When we send monthly bills to you, you authorize us to
withdraw funds from your security retainer held in our client trust account to pay those
bills. Unless we otherwise agree in writing, if our monthly bill exceeds your security
retainer funds in our client trust account, you agree to pay the outstanding balance on the
bill in full in accordance with Paragraph 10 above and to also pay an additional security
retainer to fully replenish your original security retainer within 10 days of our written
request. Upon completion of our work on your matter(s), any security retainer funds remaining
in our client trust account will be promptly returned to you.
16. If your matter involves litigation, you also agree that no later than 60 days before
the trial or arbitration hearing date, you will pay all sums then owing to us and also pay an
additional security retainer of our estimate of amount of attorney and paralegal fees that will be
incurred to prepare for and complete such trial or arbitration.
17. If money from any security retainer remains in our client trust account after your
final bill is paid, that money will be promptly refunded to you.
Nelson Hardiman, LLP Client Engagement Agreement
The Coachella Lighthouse, LLC
December 5, 2018
Page 5
Insurance
18. Pursuant to California Rule of Professional Conduct 3-410, we are hereby
informing you in writing that the firm has professional liability insurance.
19. Please also be advised that you may have insurance and/or other indemnity
agreements which might entitle you to a defense, indemnity, and/or other benefits in connection
with your matter and/or obligate you to provide timely notice. We urge you to bring any
potentially applicable insurance and/or indemnity agreements to our attention so we can evaluate
your rights and obligations under them. If you do not bring such insurance and/or other
indemnity agreements to our attention, we will have no responsibility to advise you with respect
to them. If you inform us of insurance coverage and/or other indemnity agreements which may
pay for some or all of the attorney fees and costs that become due under this Agreement, we will
make a claim on your behalf with the insurer and/or other indemnitor requesting that the insurer
and/or other indemnitor pay for our services and costs incurred. You understand and agree that
if the insurer and/or other indemnitor refuses or fails to pay us for any reason, or only pays a
portion of our services and costs, you will remain responsible for the full payment of all our bills
in accordance with this Agreement, including any balance remaining after a partial payment by
the insurer and/or indemnitor.
Consent to Use of E-Mail and Cloud Services
20. In order to provide you with efficient and convenient legal services, we will
frequently communicate and transmit documents using e-mail. Because e-mail continues to
evolve, there may be risks communicating in this manner, including risks related to
confidentiality and security. By entering into this Agreement, you are consenting to such e-mail
transmissions with you and your representatives and agents.
21. In addition, our firm uses a cloud computing service with servers located in a
facility other than our firm’s office. Most of our electronic data, including emails and documents,
is stored in this manner. By entering into this Agreement, you understand and consent to having
communications, documents and information relevant to your matters stored through such a
cloud-based service.
Discharge and Withdrawal
22. You may discharge us as your lawyers at any time.
23. We may withdraw as your lawyers with your consent or for good cause or if
permitted under the California Rules of Professional Conduct and/or applicable law. Good cause
includes but is not limited to the following: your breach of this Agreement; your failure to pay our
bills on time; your refusal to cooperate with us; your refusal to follow our advice on a material
matter; the development of an irreconcilable conflict between you and us as to the conduct of the
matter; or any fact or circumstance that would render our continuing representation unreasonable
Nelson Hardiman, LLP Client Engagement Agreement
The Coachella Lighthouse, LLC
December 5, 2018
Page 6
or contrary to your interests, or to law or the California Rules of Professional Conduct. Failure to
withdraw as your attorneys on any one occasion shall not be a waiver of our right to do so if such
other occasions arise.
24, If you discharge us or we elect to withdraw, you agree to promptly secure other
counsel of your own selection to represent you in your matter, and, if we are your attorneys of
record in litigation, you agree to cooperate fully in substituting such new counsel as your attorneys
of record in the litigation.
25. At the time of our discharge or withdrawal, you agree to pay us in accordance with
this Agreement for all services provided to you and for all costs paid or incurred by us on your
behalf before prior to the date of such discharge or withdrawal or which are reasonably incurred
thereafter.
Conclusion of Services
26. At the end of the engagement, you may request the return of your case file, which
includes your papers and property as defined in Rule 3-700(D)(1) of the California Rules of
Professional Conduct. If you request that we transfer possession of your case file to you or a third
party, you authorize us to retain copies of the case file at our expense. You may also have access to
your case file at our office at any reasonable time.
27. At the end of the engagement, if you do not request the return of your case file, and
to the extent we have not otherwise delivered it or disposed of it consistent with your directions,
we will retain the case file for a period of seven years, after which you authorize us to destroy the
case file unless you notify us in writing that you wish to take possession of the file.
28. If you would like us to maintain your case file for more than seven years after the
conclusion of our services for you on a given matter, you must make a separate written
agreement with us to pay us for the cost of maintaining the file.
29. We reserve the right to charge administrative fees and costs associated with
retrieving, copying, and delivering your case file to you or a third party.
Modification, Severability, and Effective Date
30. This Agreement contains the entire understanding and agreement between you
and us with respect to our legal representation of you and supersedes and replaces all prior
agreements, promises, or statements about such legal representation made before the effective
date of this Agreement. This Agreement may not be modified except by a written document
signed by you and one of our Partners.
Nelson Hardiman, LLP Client Engagement Agreement
The Coachella Lighthouse, LLC
December 5, 2018
Page 7
31. If any provision of this Agreement is held in whole or in part to be unenforceable
for any reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
32. This Agreement will take effect when both you and we have signed this
Agreement and you pay the initial security retainer required by Paragraph 15, but its effect will
be retroactive to the date we first performed services. The date at the beginning of this
Agreement is for reference only. Even if this Agreement does not take effect, you will be
obligated to pay us the reasonable value of any legal services we may have performed for you.
Dispute Resolutio:
33. You and we agree than any lawsuit or legal proceeding arising out of or relating
to this Agreement or its breach, including, without limitation, claims for breach of contract,
professional negligence, breach of fiduciary duty, misrepresentation, fraud, and disputes
regarding attorney fees and/or costs charged under this Agreement (except as provided in
Paragraph 34 below) shall be brought and decided in Los Angeles County Superior Court and
you consent to the jurisdiction of such court. You and we also agree that the prevailing party in
such lawsuit or legal proceeding, including to enforce any judgment or award rendered in the
Superior Court, shall be awarded reasonable attorney fees and costs incurred in that lawsuit or
legal proceeding and that this provision applies whether we choose to have attorneys in our firm
represent us or engage outside attorneys to represent us in the lawsuit or legal proceeding. For
purposes of this paragraph, you and we agree that this Agreement may be disclosed to the
Superior Court.
34, Notwithstanding Paragraph 33 above, if we file a lawsuit to collect attorney fees
and/or costs under this Agreement, you have the right under Sections 6200 through 6206 of the
California Business and Professions Code to request non-binding arbitration of these fees or
costs by an independent, impartial arbitrator or panel of arbitrators through a bar association
program created solely to resolve fee disputes, and if either party is unsatisfied with the outcome
of the non-binding arbitration, you or we have the right to request a trial in court. You will lose
your right to such non-binding arbitration under a bar association program if (a) you do not file a
written application for non-binding arbitration with the bar association within 30 days from
receipt of our, lawsuit to collect fees and/or costs using a form provided by the local bar
association or State Bar of California fee arbitration program; (b) you receive our lawsuit to
collect fees and/or costs and then file an answer or other response to such lawsuit without first
having served and filed a request for arbitration under the bar association program; or (c) you file
an action or pleading in any lawsuit which seeks a court decision on the dispute regarding fees
and/or costs or which seeks damages for any alleged malpractice or professional misconduct. If
you lose your right to such non-binding arbitration, the resolution of any dispute about fees
and/or costs will be resolved in accordance with Paragraph 33 above.
Nelson Hardiman, LLP Client Engagement Agreement
The Coachella Lighthouse, LLC
December 5, 2018
Page 8
NELSON HARDIMAN, LLP
Dated: December 5, 2018
By: Aaron Lachant
By signing below, you acknowledge that you have read and understood the foregoing terms
of your Client Engagement Agreement, and agree to them as of the date Nelson Hardiman,
LLP first provided legal services, and have been provided with the right to review this
agreement in advance of signing and to keep a copy of the agreement. If more than one
client signs below, each signing client agrees to be responsible, jointly and severally, for all
obligations under this Agreement.
COACHELLA JAGHTHOUSE, LLC, THE
Dated:
By: J —
NELSONTARDIMAN HEALTHCARE LAWYERS
May 20, 2020
VIA EMAIL TRANSMISSION ONLY (Jrubin@rubincapitalgroup.com)
Joseph Rubin
1604 Sunset Plaza Drive
Los Angeles, CA 90069
Re: Client Engagement Agreement
Client: Joseph Rubin
Matter: Cannabis Delivery Service
Required Deposit: $7,500.00
Dear Mr. Rubin:
This Client Engagement Agreement (“Agreement”) sets forth the understanding between our law
firm, Nelson Hardiman, LLP (“we” or “us”) and Joseph Rubin (“you”). We are pleased to have
the opportunity to render legal services for you. This Agreement sets forth the terms and
conditions of our representation.
Scope of Representation and Duties
1 You have asked us and we have agreed to document the formation of a cannabis
delivery service in multiple states. Unless you and we make a different agreement in writing, this
Agreement will govern all future services we may perform for you on any other matter that we
agree to handle. Our representation of you on a matter shall end when we have completed our
essential work on that individual matter.
2 On those matters covered by this Agreement, we agree to provide those legal
services reasonably required to represent you, to take reasonable steps to keep you informed of
developments in such matters, and to respond to your reasonable inquiries. You agree to
cooperate fully with us, to provide us with information pertaining to such matters, to appear at
any legal proceeding as we deem necessary, to keep us informed of developments and any
change in your address or contact information, to abide by this Agreement, and to pay our bills
in a timely manner as required by this Agreement. We will not make any settlement or
compromise of any nature of any of your claims without your prior approval and you retain the
absolute right to accept or reject any settlement.
3 Our client is only the person or entity signing this Agreement. Unless expressly
agreed in writing, we are not representing (a) any related or affiliated person or entity; (b) any
parent, brother-sister, subsidiary, or affiliated corporation or entity; or (c) any of your or their
officers, directors, members, agents, partners, or employees.
1100 Glendon Avenue, 14** Floor | Los Angeles, California 90024 | tel 310.203.2800 | fax 310.203.2727 nelsonhardiman.com
Nelson Hardiman, LLP Client Engagement Agreement
Joseph Rubin
May 20, 2020
Page 2
4 You acknowledge and understand that agreements entered into by you with third
parties may impose obligations (such as giving notices, exercising rights, making payments,
making decisions, or taking actions at certain times). You understand and agree that we will not
be responsible for monitoring the performance of such agreements or calendaring or notifying
you of such obligations or deadlines.
5 You acknowledge and understand that we have not been engaged to provide you
with any tax advice concerning any of the services described in Paragraph 1. Any documents
prepared by us may have specific tax ramifications. To be sure you understand and are certain of
all the potential tax consequences of our services, you should consult with tax advisors regarding
such matters.
Legal Fees, Costs, and Billing
6 You agree to pay by the hour for all time spent on your matter by our attorneys
and legal personnel. Our fees will be calculated and billed at the regular hourly rate of each
lawyer, paralegal, or other professional rendering services on your matter and the specific hourly
rates of the individual lawyers, paralegals, and other professionals will be reflected on your bills.
Currently, our hourly rates range from $385 to $1,100, depending on the specific rate of the
attorney performing work and our hourly rates for paralegals and project assistants range from
$200 to $285. As the primary attorneys expected to perform work for your matter, the hourly
rates of Lawrence Gill and Lisa Montague are $650 and $510, respectively. We reserve the right
to staff matters in the manner we deem reasonable and appropriate in our discretion.
7
Our hourly rates apply to all time spent on your matters, including but not limited
to the following: personal and telephone conferences; preparing, analyzing, and reviewing
correspondence, emails and other electronic communications; factual investigation and legal
research; preparing, analyzing, and reviewing pleadings, memos and other documents;
conducting negotiations; engaging in depositions and other documentary discovery; making
court and arbitration appearances, including any waiting time; preparing for and attending any
trial or arbitration hearing; local and out of town travel; and conferring with other lawyers and
staff in our office. Our time is billed in minimum increments of one-tenth (0.1) of an hour. From
time to time, we may increase our rate structure or the rates of particular lawyers, paralegals, or
other professionals, in which event, the new rates shall apply effective as of the next calendar
month following written notice to you of the increase in our rate structure or particular rates. If
you decline to pay the increased rates, we will have the right to withdraw as your lawyers in
accordance with Paragraph 23 below.
8 We will incur various costs and expenses and will provide certain administrative
or other related services while performing legal services for you. You agree to pay a surcharge of
three percent (3%) of monthly fees incurred to cover in-house administrative costs, such as
telephone conference fees, facsimile transmission, routine photocopying, and postage. External
costs and expenses (and any non-routine internal charges) generally will be charged to you at our
Nelson Hardiman, LLP Client Engagement Agreement
Joseph Rubin
May 20, 2020
Page 3
cost and may be required to be paid in advance. You agree to pay for those items in addition to
the fees for legal services. To aid in your matter, it may become necessary to hire experts,
consultants, or investigators. We will not hire such persons unless you agree to pay their fees and
charges. If your matter involves litigation, you also agree to pay jury or arbitration fees and other
related court or arbitration costs when due.
9 You acknowledge and understand that if your matter proceeds to court action or
arbitration, the court may award attorney fees as well as some or all of the type of costs
enumerated in Paragraph 8 above to the other party or parties. Payment of such attorney fees and
costs shall be solely your responsibility. Similarly, other parties may be required to pay some or
all of the attorney fees and costs incurred by you in your matter. You acknowledge that any such
payment determination as to other parties does not in and of itself affect the amount of the fees
and costs to be paid by you to pursuant to this Agreement.
10. We will transmit to you periodic bills for attorney fees and costs. The attorney
fees portion of the bill will include the amount of fees owed, each attorney’s or paralegal’s
hourly rate, and the amount of time spent by each attorney or paralegal by date and a description
of the legal services provided. The cost portion of the bill will include the amount of costs owed
and identify the date, nature, and amount of each cost incurred. You agree to promptly review all
our bills and to promptly communicate any objections, questions, or concerns about their
contents. Each bill will be due and payable in full upon receipt. If any bill is not paid in full
within 20 days after mailing, we will have the right to postpone or defer providing additional
services and to withdraw as your lawyers in accordance with Paragraph 23 below. You also
agree to pay each month a delinquency charge of one percent (1%) of the amount not paid until it
is paid in full, in each case regardless of whether any payment grace period is or may be granted.
Our failure to impose such delinquency charge on one or multiple occasions is not a waiver of
our right to thereafter impose such charge.
11. If, in the future, you make arrangements for a third party, such as an insurance
company, to pay all or part of the legal fees and costs incurred by you under this Agreement, you
shall promptly advise us in writing of such arrangements. If we accept any payment from such
third party, such acceptance will not make such third party our client nor relieve you of any of
your obligations under this Agreement. If such third party does not timely pay us, you agree to
pay us as required by this Agreement.
12. This Agreement is addressed only to you. However, we recognize that you may
operate by or through one or more corporations or other entities, some of which may not yet be
in existence. If you request, we will bill the entity for which the work is done and such entity
shall be bound by this Agreement. However, if any entity so billed is delinquent in payment for
more than 30 days, you agree to immediately pay all outstanding attorney fees and costs. You
agree that we shall not be required to exhaust our remedies against the entity which has been
billed.
Nelson Hardiman, LLP Client Engagement Agreement
Joseph Rubin
May 20, 2020
Page 4
Disclaimer of Guarantee and Estimates
13. You acknowledge and agree that nothing in this Agreement and nothing in our
bills to you is to be construed by you as a guarantee or promise about the outcome of your matter
or any phase thereof. We make no such guarantees or promises. Our comments about the
outcome of your matter or any phase thereof are expressions of opinion only, are neither
promises nor guarantees, and shall not be construed by you as promises or guarantees.
14. You also acknowledge and agree that any security retainers made by you or any
estimate of fees and costs given by us are not a representation of a flat fee and will not be a
limitation on the fees or costs that you are required to pay nor a promise or guarantee that fees
and costs will not exceed the amount of the security retainer or our estimate. Actual fees and
costs may vary significantly from any estimates given.
Retainer Deposit
15. Our firm requires you to make a security retainer
Preview
PLD-C-001 ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, State Bar number, and address): FOR COURT USE ONLY JOSHUA P. FRIEDMAN, ESQUIRE (S.B. #216261) JOSHUA P. FRIEDMAN AND ASSOCIATES, INC. 23679 CALABASAS ROAD #377 Electronically FILED by CALABASAS, CA 91302 Superior Court of California, ‘TELEPHONE NO: (310) 278-8600 FAX NO. (Optional): (310) 388-542 County of Los Angeles E-MAIL ADDRESS (Optional) jfriedman@jpfassociates.com 9/11/2023 12:00 ATTORNEY FOR (Name): Nelson Hardiman, LLP David W. Slayton, SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles Executive Officer/Clerk of Court, By M. Elder, Deputy Clerk STREET ADDRESS: 1725 Main Street MAILING ADDRESS: 1725 Main Street CITY AND ZIP CODE: Santa Monica, CA 90401 BRANCH NAME: West Judicial District - Santa Monica Courthouse PLAINTIFF: Nelson Hardiman, LLP DEFENDANT: joseph Rubin [1 boes 1 To_10 CONTRACT COMPLAINT [7] AMENDED COMPLAINT (Number): Cl cross-comptaint [-_] AMENDED CROSS-COMPLAINT (Number): Jurisdiction (check all that apply): CASE NUMBER: [_] ACTION IS A LIMITED CIVIL CASE Amount demanded [__] does not exceed $10,000 235M CYO4231 exceeds $10,000 but does not exceed $25,000 ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000) [-] ACTION IS RECLASSIFIED by this amended complaint or cross-complaint [__]from limited to unlimited [J from unlimited to limited Plaintiff* (name or names): Nelson Hardiman, LLP alleges causes of action against defendant* (name or names): Joseph Rubin This pleading, including attachments and exhibits, consists of the following number of pages: a. Each plaintiff named above is a competent adult [7] except plaintiff (name): Nelson Hardiman, LLP (1) [_Ja corporation qualified to do business in California (2) [__Jan unincorporated entity (describe): (3) other (specify). limited liability partnership b. [_]Plaintiff (name): a. [-_]has complied with the fictitious business name laws and is doing business under the fictitious name (specify): b. C Thas complied with all licensing requirements as a licensed (specify): c. [_] Information about additional plaintiffs who are not competent adults is shown in Attachment 3c. 4 a. Each defendant named above is a natural person [except defendant (name): [Jexcept defendant (name): (1) [Ja business organization, form unknown (1) []a business organization, form unknown (2) [Ja corporation (2) [__)a corporation (3) [Jan unincorporated entity (describe): (3) [-_] an unincorporated entity (describe): (4) [Ja public entity (describe): (4) [-)a public entity (describe): (5) [__Jother (specify): (5) [-_] other (specify): + Itthis form is used as a cross-complaint, plaintiff means cross-complainant and defendant means cross-defendant, Page 1 of 2 Form Approved for Optional Use COMPLAINT—Contract Code of Civil Procedure, § 425.12 Judicial Council of California PLD-C-001 [Rev. January 1, 2007] PLD-C-001 ‘SHORT TITLE: ‘CASE NUMBER: Nelson Hardiman, LLP vs. Joseph Rubin 235M CcYO04231 4 (Continued) b. The true names of defendants sued as Does are unknown to plaintiff. (1) [£1 Doe defendants (specify Doe numbers): were the agents or employees of the named defendants and acted within the scope of that agency or employment. (2) Doe defendants (specify Doe numbers): 1-10 are persons whose capacities are unknown to plaintiff. c. [_] Information about additional defendants who are not natural persons is contained in Attachment 4c. d. [-] Defendants who are joined under Code of Civil Procedure section 382 are (names): 5. [_] Plaintiff is required to comply with a claims statute, and a. [_] has complied with applicable claims statutes, or b. [] is excused from complying because (specify): 6. [_] This action is subject to [J Givil Code section 1812.10 [_] Civil Code section 2984.4. 7. This court is the proper court because a. a defendant entered into the contract here. b. [) a defendant lived here when the contract was entered into. a defendant lives here now. the contract was to be performed here. e. [_] a defendant is a corporation or unincorporated association and its principal place of business is here. f. [[] real property that is the subject of this action is located here. g. [_] other (specify): 8. The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attached): Breach of Contract Common Counts [1 other (specify): 9. [_] Other allegations: 10. PI: prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for damages of: $93,182.20 interest on the damages (1) according to proof (2) [-] at the rate of (specify): percent per year from (date): attorney's fees (1) of: $ (2) according to proof. d. [[] other (specify): 11. [] The paragraphs of this pleading alleged on information and belief are as follows (specify paragraph numbers): Date: 9-8-23 Joshua P. Friedman, Esquire (TYPE OR PRINT NAME) » (Q6NATURE OF PLAINTIFF OR ATTORNEY) (If you wish to verify this pleading, affix a verification.) PLD-C-001 [Rev. January 1, 2007] COMPLAINT—Contract Page 2 of 2 PLD-C-001(1) SHORT TITLE: CASE NUMBER: Nelson Hardiman, LLP vs. Joseph Rubin 235M CYO04231 One CAUSE OF ACTION—Breach of Contract (eumber) ATTACHMENT TO Complaint C5) cross - Complaint (Use a separate cause of action form for each cause of action.) BC-1. Plaintiff (name): Nelson Hardiman, LLP alleges that on or about (date): 12/5/18 & 5/20/20 a written [) oral [J other (specify): agreement was made between (name parties to agreement): Nelson Hardiman, LLP and Joseph Rubin A copy of the agreement is attached as Exhibit A, or [1] The essential terms of the agreement [E)) are stated in Attachment BC-1 [| are as follows (specify): BC-2. On or about (dates): 7/21/20 defendant breached the agreement by Co the acts specified in Attachment BC-2 the following acts (specify): Defendant did not make the payments as required pursuant to the terms of the contract. BC-3. Plaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or excused from performing. BC-4. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreement [J as stated in Attachment BC-4 as follows (specify): $93,182.20 BC-5. Plaintiff is entitled to attorney fees by an agreement or a statute Co os according to proof. BC-6. - [] Other: Page One Page 1 of 1 Form Approved for Optional Use CAUSE OF ACTION—Breach of Contract Code of Civil Procedure, § 425.12 Judicial Council of California pww.courtinfo.ca.gov PLD-C-001(1) [Rev. January 1, 2007] PLD-C-001(2) SHORT TITLE: CASE NUMBER: Nelson Hardiman, LLP vs. Joseph Rubin 235m Ccv¥04231 TWO CAUSE OF ACTION—Common Counts (eumbery ATTACHMENT TO. Complaint [] Cross - Complaint (Use a separate cause of action form for each cause of action.) CC-1. Plaintiff (name): Nelson Hardiman, LLP alleges that defendant (name): Joseph Rubin became indebted to plaintiff [J other (name): a. within the last four years (1) [=] onan open book account for money due. (2) because an account was stated in writing by and between plaintiff and defendant in which it was agreed that defendant was indebted to plaintiff. b. within the last two years [1 four years (1) for money had and received by defendant for the use and benefit of plaintiff. (2) [_] for work, labor, services and materials rendered at the special instance and request of defendant and for which defendant promised to pay plaintiff. [E1 the sum of $ the reasonable value. (3) [_] for goods, wares, and merchandise sold and delivered to defendant and for which defendant promised to pay plaintiff [E1 the sum of $ [1] the reasonable value. (4) for money lent by plaintiff to defendant at defendant's request. (5) for money paid, laid out, and expended to or for defendant at defendant's special instance and request. (6) [_] other (specify): CC-2. $ 93,182.20 , which is the reasonable value, is due and unpaid despite plaintiffs demand, plus prejudgment interest according to proof LE) at the rate of percent per year from (date): CC-3. Plaintiff is entitled to attorney fees by an agreement or a statute Co os according to proof. cc-4. [-] Other: Page TWO Page 1 of 1 Form Approved for Optional Use CAUSE OF ACTION—Common Counts Code of Gill Procedure, § 425.12 Judicial Council of California www.courtinfo.ca.gov PLD-C-001(2) [Rev. January 1, 2009] NELSONJARDIMAN HEALTHCARE LAWYERS December 5, 2018 VIA EMAIL TRANSMISSIO. NLY (jrubin COM. The Coachella Lighthouse, LLC Attention: Joseph Rubin 1801 South La Cienega Boulevard, #301 Los Angeles, CA 90035 Re: Client Engagement Agreement Client: The Coachella Lighthouse, LLC Matter: Ongoing Required Deposit: $8,000.00 Dear Mr. Rubin: This Client Engagement Agreement (“Agreement”) sets forth the understanding between our law firm, Nelson Hardiman, LLP (“we” or “us”) and The Coachella Lighthouse, LLC (“you”). We are pleased to have the opportunity to render legal services for you. This Agreement sets forth the terms and conditions of our representation. Scope of Representation and Duties 1 You have asked us and we have agreed to advise and assist you with ongoing regulatory compliance matters. Unless you and we make a different agreement in writing, this Agreement will govern all future services we may perform for you on any other matter that we agree to handle. Our representation of you on a matter shall end when we have completed our essential work on that individual matter. 2 On those matters covered by this Agreement, we agree to provide those legal services reasonably required to represent you, to take reasonable steps to keep you informed of developments in such matters, and to respond to your reasonable inquiries. You agree to cooperate fully with us, to provide us with information pertaining to such matters, to appear at any legal proceeding as we deem necessary, to keep us informed of developments and any change in your address or contact information, to abide by this Agreement, and to pay our bills in a timely manner as required by this Agreement. We will not make any settlement or compromise of any nature of any of your claims without your prior approval and you retain the absolute right to accept or reject any settlement. 3 Our client is only the person or entity signing this Agreement. Unless expressly agreed in writing, we are not representing (a) any related or affiliated person or entity; (b) any 1100 Glendon Ave | 14th Floor | Los Angeles, California 90024 | T 310.203.2800 | F 310.203.2727 www.nelsonhardiman.com Nelson Hardiman, LLP Client Engagement Agreement The Coachella Lighthouse, LLC December 5, 2018 Page 2 parent, brother-sister, subsidiary, or affiliated corporation or entity; or (c) any of your or their officers, directors, members, agents, partners, or employees. 4 You acknowledge and understand that agreements entered into by you with third parties may impose obligations (such as giving notices, exercising rights, making payments, making decisions, or taking actions at certain times). You understand and agree that we will not be responsible for monitoring the performance of such agreements or calendaring or notifying you of such obligations or deadlines. 5 You acknowledge and understand that we have not been engaged to provide you with any tax advice concerning any of the services described in Paragraph 1. Any documents prepared by us may have specific tax ramifications. To be sure you understand and are certain of all the potential tax consequences of our services, you should consult with tax advisors regarding such matters. Legal Fees, Costs, and Billing 6 You agree to pay by the hour for all time spent on your matter by our attorneys and legal personnel. Our fees will be calculated and billed at the regular hourly rate of each lawyer, paralegal, or other professional rendering services on your matter and the specific hourly rates of the individual lawyers, paralegals, and other professionals will be reflected on your bills. Currently, our hourly rates range from $405 to $1,100, depending on the specific rate of the attorney performing work and our hourly rates for paralegals and project assistants range from $200 to $285. As the primary attorneys expected to perform work for your matter, the hourly rates of Aaron Lachant and Lawrence Gill are $575 and $600, respectively. We reserve the right to staff matters in the manner we deem reasonable and appropriate in our discretion. ic Our hourly rates apply to all time spent on your matters, including but not limited to the following: personal and telephone conferences; preparing, analyzing, and reviewing correspondence, emails and other electronic communications; factual investigation and legal research; preparing, analyzing, and reviewing pleadings, memos and other documents; conducting negotiations; engaging in depositions and other documentary discovery; making court and arbitration appearances, including any waiting time; preparing for and attending any trial or arbitration hearing; local and out of town travel; and conferring with other lawyers and staff in our office. Our time is billed in minimum increments of one-tenth (0.1) of an hour. From time to time, we may increase our rate structure or the rates of particular lawyers, paralegals, or other professionals, in which event, the new rates shall apply effective as of the next calendar month following written notice to you of the increase in our rate structure or particular rates. If you decline to pay the increased rates, we will have the right to withdraw as your lawyers in accordance with Paragraph 23. below. 8 We will incur various costs and expenses and will provide certain administrative or other related services while performing legal services for you. You agree to pay a surcharge of three percent (3%) of monthly fees incurred to cover in-house administrative costs, such as Nelson Hardiman, LLP Client Engagement Agreement The Coachella Lighthouse, LLC December 5, 2018 Page 3 telephone conference fees, facsimile transmission, routine photocopying, and postage. External costs and expenses (and any non-routine internal charges) generally will be charged to you at our cost and may be required to be paid in advance. You agree to pay for those items in addition to the fees for legal services. To aid in your matter, it may become necessary to hire experts, consultants, or investigators. We will not hire such persons unless you agree to pay their fees and charges. If your matter involves litigation, you also agree to pay jury or arbitration fees and other related court or arbitration costs when due. 9 You acknowledge and understand that if your matter proceeds to court action or arbitration, the court may award attorney fees as well as some or all of the type of costs enumerated in Paragraph 8 above to the other party or parties. Payment of such attorney fees and costs shall be solely your responsibility. Similarly, other parties may be required to pay some or all of the attorney fees and costs incurred by you in your matter. You acknowledge that any such payment determination as to other parties does not in and of itself affect the amount of the fees and costs to be paid by you to pursuant to this Agreement. 10. We will transmit to you periodic bills for attorney fees and costs. The attorney fees portion of the bill will include the amount of fees owed, each attorney’s or paralegal’s hourly rate, and the amount of time spent by each attorney or paralegal by date and a description of the legal services provided. The cost portion of the bill will include the amount of costs owed and identify the date, nature, and amount of each cost incurred. You agree to promptly review all our bills and to promptly communicate any objections, questions, or concerns about their contents. Each bill will be due and payable in full upon receipt. If any bill is not paid in full within 20 days after mailing, we will have the right to postpone or defer providing additional services and to withdraw as your lawyers in accordance with Paragraph 23 below. You also agree to pay each month a delinquency charge of one percent (1%) of the amount not paid until it is paid in full, in each case regardless of whether any payment grace period is or may be granted. Our failure to impose such delinquency charge on one or multiple occasions is not a waiver of our right to thereafter impose such charge. 11. If, in the future, you make arrangements for a third party, such as an insurance company, to pay all or part of the legal fees and costs incurred by you under this Agreement, you shall promptly advise us in writing of such arrangements. If we accept any payment from such third party, such acceptance will not make such third party our client nor relieve you of any of your obligations under this Agreement. If such third party does not timely pay us, you agree to pay us as required by this Agreement. 12. This Agreement is addressed only to you. However, we recognize that you may operate by or through one or more corporations or other entities, some of which may not yet be in existence. If you request, we will bill the entity for which the work is done and such entity shall be bound by this Agreement. However, if any entity so billed is delinquent in payment for more than 30 days, you agree to immediately pay all outstanding attorney fees and costs. You agree that we shall not be required to exhaust our remedies against the entity which has been billed. Nelson Hardiman, LLP Client Engagement Agreement The Coachella Lighthouse, LLC December 5, 2018 Page 4 Disclaimer of Guarantee and Estimates 13. You acknowledge and agree that nothing in this Agreement and nothing in our bills to you is to be construed by you as a guarantee or promise about the outcome of your matter or any phase thereof. We make no such guarantees or promises. Our comments about the outcome of your matter or any phase thereof are expressions of opinion only, are neither promises nor guarantees, and shall not be construed by you as promises or guarantees. 14. You also acknowledge and agree that any security retainers made by you or any estimate of fees and costs given by us are not a representation of a flat fee and will not be a limitation on the fees or costs that you are required to pay nor a promise or guarantee that fees and costs will not exceed the amount of the security retainer or our estimate. Actual fees and costs may vary significantly from any estimates given. Security Retainer 15. Our firm requires you to make a security retainer to be held by us as security for payment of attorney fees and costs before we start work on your matter. For this matter, we have requested and you have agreed to pay us a security retainer in the amount of $8,000.00 at the time you sign this Agreement. You acknowledge and agree that this security retainer is not an estimate of total fees and costs to be charged by us on your matter, but instead is an amount to secure your payment of attorney fees and costs on your matter, and you also agree that the firm has a secured interest in the retainer in the amount of the attorney fees and costs for the work that we have performed on your matter. When we send monthly bills to you, you authorize us to withdraw funds from your security retainer held in our client trust account to pay those bills. Unless we otherwise agree in writing, if our monthly bill exceeds your security retainer funds in our client trust account, you agree to pay the outstanding balance on the bill in full in accordance with Paragraph 10 above and to also pay an additional security retainer to fully replenish your original security retainer within 10 days of our written request. Upon completion of our work on your matter(s), any security retainer funds remaining in our client trust account will be promptly returned to you. 16. If your matter involves litigation, you also agree that no later than 60 days before the trial or arbitration hearing date, you will pay all sums then owing to us and also pay an additional security retainer of our estimate of amount of attorney and paralegal fees that will be incurred to prepare for and complete such trial or arbitration. 17. If money from any security retainer remains in our client trust account after your final bill is paid, that money will be promptly refunded to you. Nelson Hardiman, LLP Client Engagement Agreement The Coachella Lighthouse, LLC December 5, 2018 Page 5 Insurance 18. Pursuant to California Rule of Professional Conduct 3-410, we are hereby informing you in writing that the firm has professional liability insurance. 19. Please also be advised that you may have insurance and/or other indemnity agreements which might entitle you to a defense, indemnity, and/or other benefits in connection with your matter and/or obligate you to provide timely notice. We urge you to bring any potentially applicable insurance and/or indemnity agreements to our attention so we can evaluate your rights and obligations under them. If you do not bring such insurance and/or other indemnity agreements to our attention, we will have no responsibility to advise you with respect to them. If you inform us of insurance coverage and/or other indemnity agreements which may pay for some or all of the attorney fees and costs that become due under this Agreement, we will make a claim on your behalf with the insurer and/or other indemnitor requesting that the insurer and/or other indemnitor pay for our services and costs incurred. You understand and agree that if the insurer and/or other indemnitor refuses or fails to pay us for any reason, or only pays a portion of our services and costs, you will remain responsible for the full payment of all our bills in accordance with this Agreement, including any balance remaining after a partial payment by the insurer and/or indemnitor. Consent to Use of E-Mail and Cloud Services 20. In order to provide you with efficient and convenient legal services, we will frequently communicate and transmit documents using e-mail. Because e-mail continues to evolve, there may be risks communicating in this manner, including risks related to confidentiality and security. By entering into this Agreement, you are consenting to such e-mail transmissions with you and your representatives and agents. 21. In addition, our firm uses a cloud computing service with servers located in a facility other than our firm’s office. Most of our electronic data, including emails and documents, is stored in this manner. By entering into this Agreement, you understand and consent to having communications, documents and information relevant to your matters stored through such a cloud-based service. Discharge and Withdrawal 22. You may discharge us as your lawyers at any time. 23. We may withdraw as your lawyers with your consent or for good cause or if permitted under the California Rules of Professional Conduct and/or applicable law. Good cause includes but is not limited to the following: your breach of this Agreement; your failure to pay our bills on time; your refusal to cooperate with us; your refusal to follow our advice on a material matter; the development of an irreconcilable conflict between you and us as to the conduct of the matter; or any fact or circumstance that would render our continuing representation unreasonable Nelson Hardiman, LLP Client Engagement Agreement The Coachella Lighthouse, LLC December 5, 2018 Page 6 or contrary to your interests, or to law or the California Rules of Professional Conduct. Failure to withdraw as your attorneys on any one occasion shall not be a waiver of our right to do so if such other occasions arise. 24, If you discharge us or we elect to withdraw, you agree to promptly secure other counsel of your own selection to represent you in your matter, and, if we are your attorneys of record in litigation, you agree to cooperate fully in substituting such new counsel as your attorneys of record in the litigation. 25. At the time of our discharge or withdrawal, you agree to pay us in accordance with this Agreement for all services provided to you and for all costs paid or incurred by us on your behalf before prior to the date of such discharge or withdrawal or which are reasonably incurred thereafter. Conclusion of Services 26. At the end of the engagement, you may request the return of your case file, which includes your papers and property as defined in Rule 3-700(D)(1) of the California Rules of Professional Conduct. If you request that we transfer possession of your case file to you or a third party, you authorize us to retain copies of the case file at our expense. You may also have access to your case file at our office at any reasonable time. 27. At the end of the engagement, if you do not request the return of your case file, and to the extent we have not otherwise delivered it or disposed of it consistent with your directions, we will retain the case file for a period of seven years, after which you authorize us to destroy the case file unless you notify us in writing that you wish to take possession of the file. 28. If you would like us to maintain your case file for more than seven years after the conclusion of our services for you on a given matter, you must make a separate written agreement with us to pay us for the cost of maintaining the file. 29. We reserve the right to charge administrative fees and costs associated with retrieving, copying, and delivering your case file to you or a third party. Modification, Severability, and Effective Date 30. This Agreement contains the entire understanding and agreement between you and us with respect to our legal representation of you and supersedes and replaces all prior agreements, promises, or statements about such legal representation made before the effective date of this Agreement. This Agreement may not be modified except by a written document signed by you and one of our Partners. Nelson Hardiman, LLP Client Engagement Agreement The Coachella Lighthouse, LLC December 5, 2018 Page 7 31. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. 32. This Agreement will take effect when both you and we have signed this Agreement and you pay the initial security retainer required by Paragraph 15, but its effect will be retroactive to the date we first performed services. The date at the beginning of this Agreement is for reference only. Even if this Agreement does not take effect, you will be obligated to pay us the reasonable value of any legal services we may have performed for you. Dispute Resolutio: 33. You and we agree than any lawsuit or legal proceeding arising out of or relating to this Agreement or its breach, including, without limitation, claims for breach of contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud, and disputes regarding attorney fees and/or costs charged under this Agreement (except as provided in Paragraph 34 below) shall be brought and decided in Los Angeles County Superior Court and you consent to the jurisdiction of such court. You and we also agree that the prevailing party in such lawsuit or legal proceeding, including to enforce any judgment or award rendered in the Superior Court, shall be awarded reasonable attorney fees and costs incurred in that lawsuit or legal proceeding and that this provision applies whether we choose to have attorneys in our firm represent us or engage outside attorneys to represent us in the lawsuit or legal proceeding. For purposes of this paragraph, you and we agree that this Agreement may be disclosed to the Superior Court. 34, Notwithstanding Paragraph 33 above, if we file a lawsuit to collect attorney fees and/or costs under this Agreement, you have the right under Sections 6200 through 6206 of the California Business and Professions Code to request non-binding arbitration of these fees or costs by an independent, impartial arbitrator or panel of arbitrators through a bar association program created solely to resolve fee disputes, and if either party is unsatisfied with the outcome of the non-binding arbitration, you or we have the right to request a trial in court. You will lose your right to such non-binding arbitration under a bar association program if (a) you do not file a written application for non-binding arbitration with the bar association within 30 days from receipt of our, lawsuit to collect fees and/or costs using a form provided by the local bar association or State Bar of California fee arbitration program; (b) you receive our lawsuit to collect fees and/or costs and then file an answer or other response to such lawsuit without first having served and filed a request for arbitration under the bar association program; or (c) you file an action or pleading in any lawsuit which seeks a court decision on the dispute regarding fees and/or costs or which seeks damages for any alleged malpractice or professional misconduct. If you lose your right to such non-binding arbitration, the resolution of any dispute about fees and/or costs will be resolved in accordance with Paragraph 33 above. Nelson Hardiman, LLP Client Engagement Agreement The Coachella Lighthouse, LLC December 5, 2018 Page 8 NELSON HARDIMAN, LLP Dated: December 5, 2018 By: Aaron Lachant By signing below, you acknowledge that you have read and understood the foregoing terms of your Client Engagement Agreement, and agree to them as of the date Nelson Hardiman, LLP first provided legal services, and have been provided with the right to review this agreement in advance of signing and to keep a copy of the agreement. If more than one client signs below, each signing client agrees to be responsible, jointly and severally, for all obligations under this Agreement. COACHELLA JAGHTHOUSE, LLC, THE Dated: By: J — NELSONTARDIMAN HEALTHCARE LAWYERS May 20, 2020 VIA EMAIL TRANSMISSION ONLY (Jrubin@rubincapitalgroup.com) Joseph Rubin 1604 Sunset Plaza Drive Los Angeles, CA 90069 Re: Client Engagement Agreement Client: Joseph Rubin Matter: Cannabis Delivery Service Required Deposit: $7,500.00 Dear Mr. Rubin: This Client Engagement Agreement (“Agreement”) sets forth the understanding between our law firm, Nelson Hardiman, LLP (“we” or “us”) and Joseph Rubin (“you”). We are pleased to have the opportunity to render legal services for you. This Agreement sets forth the terms and conditions of our representation. Scope of Representation and Duties 1 You have asked us and we have agreed to document the formation of a cannabis delivery service in multiple states. Unless you and we make a different agreement in writing, this Agreement will govern all future services we may perform for you on any other matter that we agree to handle. Our representation of you on a matter shall end when we have completed our essential work on that individual matter. 2 On those matters covered by this Agreement, we agree to provide those legal services reasonably required to represent you, to take reasonable steps to keep you informed of developments in such matters, and to respond to your reasonable inquiries. You agree to cooperate fully with us, to provide us with information pertaining to such matters, to appear at any legal proceeding as we deem necessary, to keep us informed of developments and any change in your address or contact information, to abide by this Agreement, and to pay our bills in a timely manner as required by this Agreement. We will not make any settlement or compromise of any nature of any of your claims without your prior approval and you retain the absolute right to accept or reject any settlement. 3 Our client is only the person or entity signing this Agreement. Unless expressly agreed in writing, we are not representing (a) any related or affiliated person or entity; (b) any parent, brother-sister, subsidiary, or affiliated corporation or entity; or (c) any of your or their officers, directors, members, agents, partners, or employees. 1100 Glendon Avenue, 14** Floor | Los Angeles, California 90024 | tel 310.203.2800 | fax 310.203.2727 nelsonhardiman.com Nelson Hardiman, LLP Client Engagement Agreement Joseph Rubin May 20, 2020 Page 2 4 You acknowledge and understand that agreements entered into by you with third parties may impose obligations (such as giving notices, exercising rights, making payments, making decisions, or taking actions at certain times). You understand and agree that we will not be responsible for monitoring the performance of such agreements or calendaring or notifying you of such obligations or deadlines. 5 You acknowledge and understand that we have not been engaged to provide you with any tax advice concerning any of the services described in Paragraph 1. Any documents prepared by us may have specific tax ramifications. To be sure you understand and are certain of all the potential tax consequences of our services, you should consult with tax advisors regarding such matters. Legal Fees, Costs, and Billing 6 You agree to pay by the hour for all time spent on your matter by our attorneys and legal personnel. Our fees will be calculated and billed at the regular hourly rate of each lawyer, paralegal, or other professional rendering services on your matter and the specific hourly rates of the individual lawyers, paralegals, and other professionals will be reflected on your bills. Currently, our hourly rates range from $385 to $1,100, depending on the specific rate of the attorney performing work and our hourly rates for paralegals and project assistants range from $200 to $285. As the primary attorneys expected to perform work for your matter, the hourly rates of Lawrence Gill and Lisa Montague are $650 and $510, respectively. We reserve the right to staff matters in the manner we deem reasonable and appropriate in our discretion. 7 Our hourly rates apply to all time spent on your matters, including but not limited to the following: personal and telephone conferences; preparing, analyzing, and reviewing correspondence, emails and other electronic communications; factual investigation and legal research; preparing, analyzing, and reviewing pleadings, memos and other documents; conducting negotiations; engaging in depositions and other documentary discovery; making court and arbitration appearances, including any waiting time; preparing for and attending any trial or arbitration hearing; local and out of town travel; and conferring with other lawyers and staff in our office. Our time is billed in minimum increments of one-tenth (0.1) of an hour. From time to time, we may increase our rate structure or the rates of particular lawyers, paralegals, or other professionals, in which event, the new rates shall apply effective as of the next calendar month following written notice to you of the increase in our rate structure or particular rates. If you decline to pay the increased rates, we will have the right to withdraw as your lawyers in accordance with Paragraph 23 below. 8 We will incur various costs and expenses and will provide certain administrative or other related services while performing legal services for you. You agree to pay a surcharge of three percent (3%) of monthly fees incurred to cover in-house administrative costs, such as telephone conference fees, facsimile transmission, routine photocopying, and postage. External costs and expenses (and any non-routine internal charges) generally will be charged to you at our Nelson Hardiman, LLP Client Engagement Agreement Joseph Rubin May 20, 2020 Page 3 cost and may be required to be paid in advance. You agree to pay for those items in addition to the fees for legal services. To aid in your matter, it may become necessary to hire experts, consultants, or investigators. We will not hire such persons unless you agree to pay their fees and charges. If your matter involves litigation, you also agree to pay jury or arbitration fees and other related court or arbitration costs when due. 9 You acknowledge and understand that if your matter proceeds to court action or arbitration, the court may award attorney fees as well as some or all of the type of costs enumerated in Paragraph 8 above to the other party or parties. Payment of such attorney fees and costs shall be solely your responsibility. Similarly, other parties may be required to pay some or all of the attorney fees and costs incurred by you in your matter. You acknowledge that any such payment determination as to other parties does not in and of itself affect the amount of the fees and costs to be paid by you to pursuant to this Agreement. 10. We will transmit to you periodic bills for attorney fees and costs. The attorney fees portion of the bill will include the amount of fees owed, each attorney’s or paralegal’s hourly rate, and the amount of time spent by each attorney or paralegal by date and a description of the legal services provided. The cost portion of the bill will include the amount of costs owed and identify the date, nature, and amount of each cost incurred. You agree to promptly review all our bills and to promptly communicate any objections, questions, or concerns about their contents. Each bill will be due and payable in full upon receipt. If any bill is not paid in full within 20 days after mailing, we will have the right to postpone or defer providing additional services and to withdraw as your lawyers in accordance with Paragraph 23 below. You also agree to pay each month a delinquency charge of one percent (1%) of the amount not paid until it is paid in full, in each case regardless of whether any payment grace period is or may be granted. Our failure to impose such delinquency charge on one or multiple occasions is not a waiver of our right to thereafter impose such charge. 11. If, in the future, you make arrangements for a third party, such as an insurance company, to pay all or part of the legal fees and costs incurred by you under this Agreement, you shall promptly advise us in writing of such arrangements. If we accept any payment from such third party, such acceptance will not make such third party our client nor relieve you of any of your obligations under this Agreement. If such third party does not timely pay us, you agree to pay us as required by this Agreement. 12. This Agreement is addressed only to you. However, we recognize that you may operate by or through one or more corporations or other entities, some of which may not yet be in existence. If you request, we will bill the entity for which the work is done and such entity shall be bound by this Agreement. However, if any entity so billed is delinquent in payment for more than 30 days, you agree to immediately pay all outstanding attorney fees and costs. You agree that we shall not be required to exhaust our remedies against the entity which has been billed. Nelson Hardiman, LLP Client Engagement Agreement Joseph Rubin May 20, 2020 Page 4 Disclaimer of Guarantee and Estimates 13. You acknowledge and agree that nothing in this Agreement and nothing in our bills to you is to be construed by you as a guarantee or promise about the outcome of your matter or any phase thereof. We make no such guarantees or promises. Our comments about the outcome of your matter or any phase thereof are expressions of opinion only, are neither promises nor guarantees, and shall not be construed by you as promises or guarantees. 14. You also acknowledge and agree that any security retainers made by you or any estimate of fees and costs given by us are not a representation of a flat fee and will not be a limitation on the fees or costs that you are required to pay nor a promise or guarantee that fees and costs will not exceed the amount of the security retainer or our estimate. Actual fees and costs may vary significantly from any estimates given. Retainer Deposit 15. Our firm requires you to make a security retainer