Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 10, 2015

CHERUBIM INTERESTS, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	333-150061	98-0585268
(State of Other Jurisdiction	(Commission File	(IRS Employer
Of Incorporation)	Number)	Identification No.)

1304 Norwood Dr. Bedford Texas	76022
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  [phone]

 

 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

      .   Written communications pursuant to Rule 425 under the Securities Act

      .   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

      .   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

      .   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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Item 3.02 Unregistered Sales of Equity Securities

On December 10, 2015, Cherubim Interests, Inc. (the “Company”) issued to certain officers, directors and affiliates of the Company, warrants (the “Warrants”) to acquire an aggregate of 20,312 Series B Preferred Shares (the “Preferred Shares”). The warrants have an exercise price of $0.01 per share. The Warrants were issued pursuant to that certain Settlement and Release Agreement, and Series B Subscription Agreement (collectively, the “Agreements”) for the conversion of debt held on the books and records of the Company in the aggregate amount of $507,806.96. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of the Warrants pursuant to the Debt Conversion was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously noted in Item 3.02 above, on December 10, 2015, pursuant to the Agreements, the Company issued the Warrants to acquire the Preferred Shares, to certain officers, directors and affiliates of the Company, the result of which was the extinguishment of outstanding debts in the collective amount of $507,806.96. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of the Warrants pursuant to the Debt Conversions was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1

Form of Settlement and Release Agreement

10.2

Form of Subscription Agreement

10.3

Form of Warrant

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CHERUBIM INTERESTS, INC.
Date:  December 10, 2015
		By:  /s/ Patrick Johnson
		Patrick Johnson
		Chief Executive Officer

   

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (the "Agreement") is entered into effective as of the ___^th day of ____________, 2015 by and between Cherubim Interests, a Nevada Corporation (the "Company"), and __________________ (“Debt Holder”), collectively referred to hereinafter as the “Parties” or individually as a “Party”.

WHEREAS, Debt Holder is entitled to receive ______________________ Dollars ($_______), on the books and records of the Company (the “Debt”);

WHEREAS, the Parties desire to enter into a settlement and release in respect of the Debt;

WHEREAS, contemporaneous with, and a condition to the effectiveness of this Agreement, Debt Holder has entered into that certain Subscription Agreement with the Company, which shall form an exhibit hereto and by this reference incorporated herein (“Subscription Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.

Settlement Payment.  Subject to all of the conditions, covenants, obligations, and restrictions of this Agreement, the Company agrees to pay, or otherwise cause Debt Holder to receive, the following (the “Settlement Payment”):

1.1.

Share Issuance.  The Company shall issue to Debt Holder _________________ (___________) shares of the Company’s Series “B” Preferred Stock in the manner set forth in the Subscription Agreement (the “Settlement Shares”).

2.

Acknowledgment of Full Payment for the Settled Debt.  Debt Holder acknowledges that the consideration provided in Section 1 above constitutes full and complete satisfaction for the Debt owed to Debt Holder and that no future liability exists therefrom.

3.

Release of Claims.  In consideration of and conditioned upon the receipt of all of the consideration received by each Party pursuant to this Agreement, on behalf of itself and each of its partners, affiliates, associates, attorneys, agents, representatives, predecessors, successors, and assigns, past, present, and future, hereby releases and forever discharges the other Parties and each of their partners, affiliates, associates, officers, directors, shareholders, employees, attorneys, accountants, insurers, agents, representatives, predecessors, successors, and assigns, past, present, and future, whether in their incorporeal, individual, or professional capacities, from any and all legal claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, administrative complaints, obligations, controversies, debts, costs, expenses, damages, judgments, claims for equity, claims for client equity or fees, orders, and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or unknown, suspected or unsuspected, concealed or hidden, of any kind or nature whatsoever, which have ever existed or may have existed, or which do exist or which hereafter can, shall, or may exist arising out of any matter, cause, fact, thing, act, or omission whatsoever, occurring or existing at any time prior to and including the date of this Agreement as it pertains to the Debt.

4.

Non-Assignment of Claims.  Each Party represents and warrants that he or it has not assigned or transferred or attempted to assign or transfer to anyone any right, suit, demand, action, or cause of action based upon or arising out of or pertaining to or concerning or connected with any of the matters or things released herein.  Each Party shall indemnify and hold harmless the other Party from and against any and all actions or causes of action based upon or arising in connection with any such assignment or transfer or any attempted assignment or transfer or any such action or other matter.  

5.

Post-Settlement Actions.  The Parties desire to provide for an amicable settlement and, accordingly, agree that after the date hereof they shall not do anything to disparage or impair the business or business reputation of the other Party.

6.

Further Assurances.  The Parties intend this Agreement to be a complete and final settlement of the Debt between them. Accordingly, each Party agrees to execute such further documents and to take such further actions as may be necessary or desirable to finally and fully settle all matters pertaining to the Debt which have arisen or which may subsequently arise between them.

7.

Notices.  Any notice required hereunder to be given by either Party shall be in writing and shall be delivered personally or sent by certified or registered mail, postage prepaid, or by private courier, with written verification of delivery, or by facsimile transmission to the other Party to the address or telephone number set forth below or to such other address or telephone number as either Party may designate from time to time according to this provision.  A notice delivered personally shall be effective upon receipt.  A notice sent by facsimile transmission shall be effective twenty-four hours after the dispatch thereof.  A notice delivered by mail or by private courier shall be effective on the third day after the day of mailing.

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If to the Company, to: Patrick Johnson Cherubim Interests 1304 Norwood Dr. Bedford, Texas 76022 Facsimile:	If to Debt Holder, to:       Facsimile:
Email:	Email:

8.

Severability.  If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.

9.

Entire Agreement.  This Agreement constitutes the full and complete understanding of the Parties hereto with respect to the subject matter covered herein and supersedes all prior oral or written understandings and agreements with respect thereto.  No modification or amendment to this Agreement shall be effective unless it is contained in a written document that is signed by both Parties.

10.

Governing Law.  This Agreement shall be governed and construed in accordance with the laws of Nevada. The Parties further agree that proper venue and jurisdiction for any dispute under this Agreement shall lie with the courts located in Nevada.

2

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IN WITNESS WHEREOF, the Parties have each signed this Agreement either personally or by its duly authorized representative to be effective as of the date first given above.

 

CHERUBIM INTERESTS

By ________________________________

    Patrick Johnson, Chief Executive Officer

DEBT HOLDER

By___________________________________

    ___________________, individually

3

C-1

 

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is entered into as of the date of acceptance set forth below (the “Acceptance Date”) by and between Cherubim Interests, Inc., a corporation organized under the laws the state of Nevada (the "Company"), and the undersigned, ___________________ (hereafter, the "Undersigned").

1.

Subscription.  The Undersigned hereby subscribes to purchase ___________________ warrants to acquire shares of Series B Preferred Stock (“Warrants”) with an exercise price of $0.01 per share (the “Exercise Price”), substantially in the form attached to this Agreement. The Undersigned hereby tenders to the Company the amount of ________________________________ Dollars $___________________________ (the "Invested Amount") in exchange for the Warrants.  The Undersigned acknowledges that this Agreement is subject to acceptance, in full or in part, by the Company. If this Agreement is rejected, the Company shall promptly return to the Undersigned the Invested Amount submitted to the Company with this Agreement without interest or deduction.

2.

Warranties of Company.  The Company hereby represents and warrants that:

(a)

The issuance of the Warrants to the Undersigned upon the terms and conditions set forth herein has been authorized by all requisite corporate action;

(b)

The Company is a corporation validly formed and existing in good standing as of the date hereof in Nevada; and

3.

Investment Intent.  The Undersigned represents that it is acquiring the Warrants hereunder for investment and not with a view to the sale or other distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and that the Undersigned has no present intention of selling or otherwise disposing of all or any portion of the Shares, Warrants, or Shares convertible therefrom (collectively, the “Securities”).  The Undersigned represents that it is acquiring the Securities for the Undersigned's own account and that no one else has any beneficial ownership in the Warrants to be acquired hereby.

4.

Investment Risks.  The Undersigned acknowledges that:

(a)

There are substantial risks incident to the acquisition of the Securities, and the Undersigned recognizes the speculative nature and risks of loss associated with investments of this type; and

(b)

The Company has a very limited financial and operating history and has yet to achieve a profit.

PRIVATE AND CONFIDENTIAL

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C-2

5.

Securities Law Restrictions on Transfer.  The Undersigned acknowledges that:

(a)

In reliance upon the representations and warranties set forth herein, none of the Securities have been registered under federal law with the United States Securities and Exchange Commission ("SEC") or under applicable state law registration requirements and, accordingly, may not be offered, sold, or otherwise transferred, except in compliance with the applicable federal and state law;

(b)

The Undersigned must bear the economic risk of the Undersigned's investment in the Securities indefinitely, unless the Securities are registered pursuant to the Securities Act and applicable state law or, in the opinion of counsel in the form and substance satisfactory to The Company, an exemption from the registration requirement is available;

(c)

The Undersigned cannot be assured that any exemption from the registration requirement of the Securities Act and applicable state law will be available should the Undersigned desire to transfer any of the Securities, and, therefore, the Undersigned may not be able to dispose of or otherwise transfer the Securities under the circumstances, in the amounts, or at the times proposed by the Undersigned;

(d)

Rule 144 promulgated by the SEC under the Securities Act, which provides for certain limited, routine sales of unregistered securities, may not be available with respect to the Securities, and the Company is presently under no obligation to furnish the information that might be necessary to enable the Undersigned to sell any of the Securities under Rule 144;

(e)

Only the Company may file a registration statement with the SEC, and the Company is under no obligation to do so with respect to any of the Securities; and

(f)

The Undersigned understands that the Securities may each bear a legend substantially similar to the following, in addition to any other legends required by federal or state laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE AND SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

6.

PUBLIC COMPANY DISCLOSURE.

THE UNDERSIGNED REPRESENTS THAT IT HAS REVIEWED THE COMPANY'S REPORTS AS REPORTED ON WWW.SEC.GOV, IN ACCORDANCE WITH THE SECURITIES EXCHANGE ACT OF 1934 THAT MAY BE FOUND UNDER THE NAME CHERUBIM INTERESTS, INC.

7.

Access to Information; Independent Investigation.  The Undersigned, in making the decision to purchase the Warrants, has relied upon independent investigations made by him or his representative, if any, and the Undersigned or his representative have, prior to any sale to the Undersigned, been given access and the opportunity to ask questions of and to receive answers from, the Company or any person acting on its behalf concerning the books and records of the Company, all material contracts, public filings, and documents of the Company, and the terms and conditions of the transactions contemplated by this Agreement. The Undersigned or his representative have been furnished with all materials relating to the business, finances, and operation of the Company and the Undersigned or his representative has received complete and satisfactory answers to any and all inquiries relating thereto.

PRIVATE AND CONFIDENTIAL

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C-3

8.

Accredited Investor.  The Undersigned represents that the Undersigned is an "accredited investor" in that the Undersigned meets one of the specific standards set forth in Rule 501 of Regulation D of the Securities Act and generalized below (please check applicable box):

      .

A natural person whose individual net worth or joint net worth with that person's spouse at the time of the purchase, EXCLUDING THE VALUE OF SUCH PERSON’S PRINCIPAL RESIDENCE, exceeds $1,000,000;

      .

A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

      .

A company or trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;

      .

An entity in which all of the equity owners are accredited investors (i.e. meet one of the three criteria above); or

      .

A director or executive officer of the issuer of the securities being offered or sold.

9.

Residence or Domicile.  The Undersigned represents that the Undersigned's address of principal residence (for individual purchasers) or principal office (for non-individual purchasers) is as follows:

_________________________________________________________________

Street Address

_________________________________________________________________

City

State/Country

Postal Code

(       )                                                   (       )                                                         

Tel. No.

Fax No.

10.

Execution of Subscription Agreement.  The Undersigned represents that the Undersigned has executed this Agreement either personally or by its duly authorized representative and that the information that the Undersigned has provided herein is both accurate and complete.

11.

Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements or understandings with respect to the subject matter hereof.

12.

Amendments.  This Agreement may be amended only in a writing that refers to this Agreement and that it is signed by both parties hereto.

13.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, the Undersigned or its duly authorized representative has executed this Agreement on the date set forth on the attached signature page.

PRIVATE AND CONFIDENTIAL

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C-4

Signature Page to Subscription Agreement with

Cherubim Interests, Inc.

SIGNATURE OF INDIVIDUAL INVESTOR

______________________

_________________________________________________________

Date

Name (please print)

______________________

_________________________________________________________

Social Security No.

Signature

SIGNATURES OF JOINT INVESTORS

______________________

_________________________________________________________

Date

Name (please print)

______________________

_________________________________________________________

Social Security No.

Signature

______________________

_________________________________________________________

Date

Name (please print)

______________________

_________________________________________________________

Social Security No.

Signature

Invested Amount: $__________________

Wiring Instructions:

Remit to:

Cherubim Interests, Inc.

Account #_________________________

Routing #_________________________

Institution: ________________________

Subscriber hereby directs that the Warrants be held as follows (check one):

____ Individual Ownership

____ Joint Tenants with right of Survivorship

____ Tenants in Common

____ Other (specify): ________________________________

ACCEPTANCE BY THE COMPANY

This Subscription Agreement is hereby accepted by Cherubim Interests, Inc. as of __________________________, 2015 (the "Acceptance Date").

By: _______________________________________________

Its: _______________________________________________

PRIVATE AND CONFIDENTIAL

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C-5

Signature Page to Subscription Agreement with

Cherubim Interests, Inc.

SIGNATURE OF ENTITY INVESTOR

______________________

_________________________________________________________

Date

Entity Name

______________________

_________________________________________________________

Title of Authorized Representative

Name of Authorized Representative

_________________________________________________________

Signature

Invested Amount: $_____________

Wiring Instructions:

Remit to:

Cherubim Interests, Inc.

Account #_________________________

Routing #_________________________

Institution: ________________________

ACCEPTANCE BY THE COMPANY

This Subscription Agreement is hereby accepted by Cherubim Interests, Inc. as of __________________________, 2015 (the "Acceptance Date").

By_______________________________________________

Its_______________________________________________

PRIVATE AND CONFIDENTIAL

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

Void after 5:00 p.m., Eastern Time

on December 10, 2020

CHERUBIM INTERESTS, INC.

WARRANT

This certifies that, for value received, __________________________ or registered assigns (the "Holder"), is entitled to purchase, at a price of $0.01 per share during the term of this Warrant (the “Exercise Price”), subject to the provisions of this Warrant, from Cherubim Interests, Inc., a Nevada corporation, (the "Company"), ______________________ (_____________) shares of Series B Preferred Stock of the Company (the "Warrant Stock").

1.

Exercise of Warrant.  This Warrant may be exercised in whole or in part at any time or from time to time on or after the date hereof, but not later than 5:00 p.m., Eastern Time, on December 10, 2020, or if such date is a day on which federal or state chartered banking institutions are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender thereof to the Company at its principal office or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment, in cash or by certified or official bank check, payable to the order of the Company, of the Exercise Price for the number of shares of Warrant Stock specified in such form, together with all taxes applicable upon such exercise.  If this Warrant should be exercised in part only, the Company shall upon surrender of this Warrant for cancellation, execute and deliver a new Warrant of the same tenor evidencing the right of the Holder to purchase the balance of the shares of Warrant Stock purchasable hereunder upon the same terms and conditions as herein set forth.  Upon and as of receipt by the Company of this Warrant at the office or stock transfer agent of the Company, in proper form for exercise, and accompanied by payment as herein provided, the Holder shall be deemed to be the holder of record of the shares of Warrant Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Warrant Stock shall not then be actually delivered to the Holder.

2.

Reservation of Shares.  The Company hereby covenants and agrees that at all times during the period this Warrant is exercisable it shall reserve from its authorized and unissued shares of Common Stock for issuance and delivery upon exercise of this Warrant such number of shares of its Warrant Stock as shall be required for issuance and delivery upon exercise of this Warrant.  The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the shares of Warrant Stock upon the exercise of this Warrant.

3.

Fractional Shares.  No fractional shares or stock representing fractional shares shall be issued upon the exercise of this Warrant.  In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Warrant Stock on the date of exercise, as determined in good faith by the Company's Board of Directors.

1

Warrant Certificate

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4.

Transfer, Exchange, Assignment or Loss of Warrant.

(a)

This Warrant may not be assigned or transferred except as provided herein and in accordance with and subject to the provisions of the Securities Act of 1933 and the Rules and Regulations promulgated thereunder (said Act and such Rules and Regulations being hereinafter collectively referred to as the "Act").  Any purported transfer or assignment made other than in accordance with this Section 4 and Section 8 hereof shall be null and void and of no force and effect.

(b)

This Warrant may be transferred or assigned only with the written consent of the Company, which shall not be unreasonably withheld.  In addition, this Warrant shall be transferable only upon the opinion of counsel satisfactory to the Company, which may be counsel to the Company, that (i) the transferee is a person to whom the Warrant may be legally transferred without registration under the Act; and (ii) such transfer will not violate any applicable law or governmental rule or regulation including, without limitation, any applicable federal or state securities law, as further referenced in Section 8 below.  Prior to the transfer or assignment, the assignor or transferor shall reimburse the Company for its reasonable expenses, including attorneys' fees, incurred in connection with the transfer or assignment.

(c)

Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax.  In such event the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled.  This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation thereof at the principal office of the Company together with a written notice signed by the Holder thereof, specifying the names and denominations in which new Warrants are to be issued.  The terms "Warrant" and "Warrants" as used herein includes any Warrants in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged.

(d)

Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.  Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not the Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

(e)

Each Holder of this Warrant, the shares of Warrant Stock issued hereunder or any other security issued or issuable upon the exercise of this Warrant shall indemnify and hold harmless the Company, its directors and officers, and each person, if any, who controls the Company, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer or any such person may become subject under the Act or statute or common law, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or are based upon the disposition by such Holder of the Warrant, the shares of Warrant Stock acquired under the Warrant, or other such securities in violation of this Warrant.

5.

Rights of the Holder.  The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6.

Adjustment of Exercise Price and Number of Shares.  The number and kind of securities issuable upon the exercise of this Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time upon the happening of certain events as follows:

(a)

Adjustment for Dividends in Stock.  In case at any time or from time to time on or after the date hereof the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive without payment therefor, other or additional stock of the Company by way of dividend, then and in each case, the Holder of this Warrant shall, upon the exercise hereof be entitled to receive, in addition to the number of shares of Warrant Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of such other or additional stock of Company which such Holder would hold on the date of such exercise had it been the holder of record of such shares of Warrant Stock on the date hereof and had thereafter, during the period from the date hereof to and including the additional stock receivable by it as aforesaid during such period, giving effect to all adjustments called for during such period by paragraphs (a) and (b) of this Section 6.

2

Warrant Certificate

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(b)

Adjustment for Reclassification, Reorganization or Merger.  In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) on or after the date hereof, or in case, after such date, the Company (or any such other corporation) shall merge with or into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.  In each such case, the terms of this Section 6 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

(c)

Stock Splits and Reverse Stock Splits.  If at any time on or after the date hereof the Company shall subdivide its outstanding shares of Warrant Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall thereby be proportionately reduced and the number of shares of Warrant Stock receivable upon exercise of the Warrant shall thereby be proportionately increased; and, conversely, if at any time on or after the date hereof the outstanding number of shares of Warrant Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall thereby be proportionately increased and the number of shares of Warrant Stock receivable upon exercise of the Warrant shall thereby be proportionately decreased.

7.

Transfer to Comply with the Securities Act of 1933.

(a)

This Warrant and the shares of Warrant Stock issued hereunder or any other security issued or issuable upon exercise of this Warrant may not be sold, transferred or otherwise disposed of, except to a person who, in the opinion of counsel reasonably satisfactory to the Company, is a person to whom this Warrant or such shares of Warrant Stock may legally be transferred pursuant to Section 4 hereof without registration and without the delivery of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply with the provision of this Section 8 with respect to any resale or other disposition of such securities unless, in the opinion of such counsel, such agreement is not required.

(b)

The Company may cause the following legend to be set forth on each certificate representing shares of Warrant Stock acquired under this Warrant or any other security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

8.

Governing Law.  This Warrant shall be governed by, and construed in accordance with, the laws of the State of Utah excluding that body of law pertaining to conflicts of law.

9.

Notices.  This Warrant is provided to the Holder in connection with, and is an exhibit to, that certain Subscription Agreement between the Company and the Holder, of even date herewith (the “Subscription Agreement ”).  All notices, requests, demands, claims, and other communications hereunder shall be made in accordance with the notice provision set forth in the Subscription Agreement .

IN WITNESS WHEREOF, the Company has executed this Warrant as of the 10^th day of December, 2015.

“COMPANY”

Cherubim Interests, Inc.

By: _______________________________________

       Patrick Johnson, Chief Executive Officer

3

Warrant Certificate

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PURCHASE FORM

Dated:                           , 20  

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing ______________________ shares of Warrant Stock, and hereby makes payment of $____________________ in payment of the actual exercise price thereof.

_______________________________________

Signature

________________________________________________________________________________________________

ASSIGNMENT FORM

Dated:                           , 20  

FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers unto

________________________________________________________________________________________________________

(please type or print)

________________________________________________________________________________________________________

(address)

the right to purchase shares of Warrant Stock represented by this Warrant to the extent of ________________ shares as to which such right is exercisable, and does hereby irrevocably constitute and appoint the Company and/or its transfer agent as attorney to transfer the same on the books of the Company with full power of substitution in the premises.

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Signature

4

Warrant Certificate