Exhibit
4.1


 





Note:
July 17, 2019


 


 


NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. 


 


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING
ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN
THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.


 


 


8%
FIXED CONVERTIBLE PROMISSORY NOTE 


 


OF


 


BLACKBOXSTOCKS,
INC.


 


 


Issuance
Date: July 17, 2019


Total
Face Value of Note: $150,000


Consideration:
$150,000


Original
Issue Discount: $15,000


Principal
Sum Due: $165,000


 


This
Note is a duly authorized Fixed Convertible Promissory Note of Blackboxstocks, Inc. a corporation duly organized and existing
under the laws of the State of Nevada (the “Company”), designated
as the Company's 8% Fixed Convertible Promissory Note in the principal amount of $165,000 (the “Note”). This
Note will become effective only upon execution by both parties and delivery of the Consideration by the Holder (the “Effective
Date”).


For
Value Received, the Company hereby promises to pay to the order of Vista Capital Investments, LLC or its registered
assigns or successors-in-interest (the “Holder”) the Principal Sum of $165,000, or such lesser amount of aggregate
Consideration plus the applicable OID thereon (as provided herein) drawn by the Company hereunder (the “Principal Sum”)
and to pay interest at a rate of 8% per annum on the Principal Sum, to the extent such Principal Sum and any accrued interest and
any other interest, fees, liquidated damages and/or items due to




    	1 



    	 



    

Holder herein have not been repaid or
converted into the Company's common stock (the “Common Stock”), in accordance with the terms hereof. The sum
of $150,000 (the “Consideration”) shall be remitted and delivered to the Company, and $15,000 (the “Original
Issue Discount”) shall be retained by the Holder through an original issue discount (the “OID”)
for due diligence and legal bills related to this transaction. The OID is set at 10% of any Consideration, defined below, paid.
The Company covenants that within six months of the Effective Date of the Note, it shall utilize approximately $150,000
of the proceeds in the manner set forth on Schedule 1, attached hereto (the “Use of Proceeds”), and shall promptly
provide evidence thereof to Holder, in sufficient detail as reasonably requested by Holder. The Maturity Date is six months from
the Effective Date (the “Maturity Date”) and is the date upon which
the Principal Amount Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable.


In addition to the
8% interest per annum referenced above, in the Event of Default pursuant to Section 3.00(a), additional interest will accrue on
the Principal Sum then outstanding from the date of the Event of Default at the rate equal to the lower of 18% per annum or the
highest rate permitted by law (the “Default Rate”).


This Note will become
effective only upon the execution by both parties, including the execution of Exhibits B, C, D, E, Schedule 1 (collectively, the
“Exhibits”), and the Irrevocable Transfer Agent Instructions (the “Date of Execution”) and
delivery of the Consideration by the Holder (the “Effective Date”). The Company acknowledges and agrees the
Exhibits are material provisions of this Note.


For purposes hereof
the following terms shall have the meanings ascribed to them below:


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York
are authorized or required by law or executive order to remain closed.


“Fixed
Conversion Price” shall be fixed at a price equal to $1.95.


“Principal
Amount” shall refer to the sum of (i) the original Principal Sum of this Note (including the OID, prorated if the
Note has not been funded in full), (ii) all accrued but unpaid interest hereunder, (iii) any fees due hereunder, (iv) liquidated
damages, and (v) any default payments owing under the Note, in each case previously paid or added to the Principal Amount.


“Principal
Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted.


“Trading
Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.


“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated
damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.


The following terms
and conditions shall apply to this Note:



    	2 



    	 



    

Section 1.00Repayment.


(a)       The
Company may pay this Note, in whole or in part, in cash or in other good funds, according to the following schedule:


	Days Since Effective Date	Payment Amount
	0-90 days	110% of Principal Amount so paid 
	91-180 days	115% of Principal Amount so paid


 


(b)       After
180 days from the Effective Date, the Company shall provide the Holder with two weeks’ (10 Business Days) prior written notice
of the Company’s determination to pay any or all of its obligations hereunder. During such two-week period, the Holder may
exercise any or all of its conversion rights hereunder. In the event that the Holder does not exercise its conversion rights in
respect of any or all of such noticed, prospective payment, the Company shall tender the full amount set forth in such notice (less
any amount in respect of which the Holder has exercised its conversion rights) to the Holder within 2 Business Days following the
Holder’s exercise (or notification to the Company of non-exercise) of the Holder’s conversion rights in respect of
the amount set forth in such notice or upon the expiration of the 10 Business Day period, whichever is earlier. Any such payment
by the Company in connection with this provision shall be deemed to have been made on the date that the Holder first receives the
above-referenced notice.


Section 2.00Conversion.


(a)  
   Conversion Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall
have the right, at the Holder's sole option, at any time and from time to time to convert in whole or in part the outstanding and
unpaid Principal Amount under this Note into shares of Common Stock as per the applicable Conversion Price, but not to exceed the
Restricted Ownership Percentage, as defined in Section 2.00(f). The date of delivery of any conversion notice (“Conversion
Notice”) hereunder shall be referred to herein as the “Conversion Date”. The Conversion Price shall
be equitably adjusted in the event of a forward split, stock dividend, or the like, but shall not be adjusted in the event of a
reverse split, recombination, or the like.


(b)       Stock
Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption
pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares
of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the shares
of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in Depository Trust
Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company
shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon
conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with
DTC through its Deposits and Withdrawal at Custodian (“DWAC”) program (provided that the same time periods herein
as for stock certificates shall apply).




    	3 



    	 



    

(c)       Charges and
Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without
charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other
expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance
of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate
such issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the Company’s
delays, outright refusal to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the
Effective Date for purposes of Rule 144.


(d)       Delivery
Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program)
pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion
Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates
are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual
damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts
are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will
be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


(e)       Reservation
of Underlying Securities. Until such time as the full Principal Amount of this Note has been paid or converted as provided
herein, the Company covenants that it will at all times reserve and keep available for Holder, out of its authorized and unissued
Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other actual contingent
purchase rights of persons other than the Holder, five times the number of shares of Common Stock as shall be issuable (taking
into account the adjustments under this Section 2.00, but without regard to any ownership limitations contained herein) upon the
conversion of this Note (consisting of the outstanding Principal Amount), under the formula in Section 3.00(c) below, to Common
Stock (the “Required Reserve”). The Company covenants that all shares of Common Stock that shall be issuable
will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount
of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the Required Reserve,
the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase the number of shares
so that the Required Reserve is met. In the event that the Company does not instruct the transfer agent to increase the number
of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this instruction as per the
terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that the maintenance of the Required
Reserve is a material term of this Note and any breach of this Section 2.00(e) will result in a default of the Note.


(f)       Conversion
Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning more
than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership
Percentage”).


(g)       Conversion
Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 2.00(d), the Holder, at any
time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable
to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with




    	4 



    	 



    

the rescinded conversion shares returned
to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.


(h)       Shorting
and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock
of the Company while the Note is outstanding..


(i)       Conversion
Right Unconditional. If the Holder shall provide a Conversion Notice as provided herein, the Company's obligations to deliver
Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach
by the Holder of any obligation to the Company.


Section 3.00Defaults
and Remedies.


(a)       Events
of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder; (ii) a default
in the timely issuance of underlying shares upon and in accordance with terms of Section 2.00, which default continues for 2 Trading
Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion
Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K, in each case in accordance
with the provisions and the deadlines referenced Section 5.00(j); (iv) failure by the Company for 3 Business Days after written
notice has been received by the Company to comply with any material provision of this Note; (v) any representation or warranty
of the Company in this Note that is found to have been incorrect in any material respect when made, including, without limitation,
the Exhibits; (vi) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC,
or failure of the Company to abide by the terms of Section 3.00(d); (vii) other than indebtedness of the Company that is in default
upon as of the Effective Date, any default of any mortgage, indenture or instrument which may be issued, or by which there may
be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed
by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (viii) if the Company is subject
to any Bankruptcy Event; (ix) any failure of the Company to satisfy its “filing” obligations under Securities Exchange
Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com
and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure
of the Company to provide the Holder with information related to its corporate structure including, but not limited to, the number
of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder; (xii) failure by the Company
to maintain the Required Reserve in accordance with the terms of Section 2.00(e); (xiii) failure of Company’s Common Stock
to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal
Market for any reason; (xv) failure by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer
Agent of record; (xvi) failure by Company to notify Holder of a change in Transfer Agent within 24 hours of such change; (xvii) any
trading suspension imposed by the United States Securities and Exchange Commission (the “SEC”) under Sections
12(j) or 12(k) of the 1934 Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of
Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting
issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website;
(xix) failure of the Company to abide by the Use of Proceeds or failure of the Company to




    	5 



    	 



    

inform the Holder of a change in the
Use of Proceeds; or (xx) failure of the Company to abide by the terms of the right of first refusal contained in Section 5.00(l).


(b)              
Remedies. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through
the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the “Mandatory
Default Amount”. The Mandatory Default Amount means 15% of the outstanding Principal Amount of this Note will be automatically
added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the
occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest,
in addition to the Note’s 8% interest per annum, at a rate equal to the lesser of 18% per annum or the maximum rate permitted
under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby
waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of
any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall
have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 3.00(b).
No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein
shall limit the Holder's right to pursue any other remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver certificates representing
shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.


(c)              
Variable Conversion Price. If, and only if, the Note is not retired on or before the Maturity Date, then at any time
and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein,
the Holder shall have the right, at the Holder's sole option, to convert in whole or in part the outstanding and unpaid Principal
Amount under this Note into shares of Common Stock at the Variable Conversion Price. The “Variable Conversion Price”
(together with the Fixed Conversion Price, as may be applicable, the “Conversion Price”) shall be equal to the
lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest losing bid price of the Company’s common stock during the
15 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note. For the purpose of calculating
the Variable Conversion Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market) shall be considered
to be the beginning of the next Business Day. If the Company is placed on “chilled” status with the DTC, the discount
shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the Company is not DWAC eligible
through their Transfer Agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 35% to
40%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 35% to 50%.


(d)        DTC Eligibility. The Company hereby warrants and represents to the Holder that as of the issuance date of the
Note, the Company is not DTC eligible, and in order to induce the Holder into purchasing the Note, the Company agrees it shall
use its best efforts to accomplish the following on or before the date that is 5 months from the Effective Date of the Note: (i)
cause the Company’s common stock to be qualified to be held at DTC and traded and serviced through DTC’s electronic
book-entry system; (ii) cause its transfer agent to execute a standard form contract with DTC to permit the transfer agent to act
as a custodian for DTC,




    	6 



    	 



    

allowing the transfer agent to participate
in DTC’s FAST program; and (iii) cause the Company’s common stock, or cause its transfer agent to cause the Company’s
common stock, to be eligible for withdrawal via the DWAC system. Furthermore, the Company agrees it shall remain DTC eligible for
as long as the Note is outstanding.


Section 4.00 Representations
and Warranties of Holder.


Holder hereby represents
and warrants to the Company that:


 


(a)Holder is an
“accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the “1933
Act”), and will acquire this Note and the Underlying Shares (collectively, the “Securities”) for its
own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in
a manner which would require registration under the 1933 Act or any state securities laws. Holder has such knowledge and experience
in financial and business matters that such Holder is capable of evaluating the merits and risks of the Securities. Holder can
bear the economic risk of the Securities, has knowledge and experience in financial business matters and is capable of bearing
and managing the risk of investment in the Securities. Holder recognizes that the Securities have not been registered under the
1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered
under the 1933 Act or unless an exemption from registration is available. Holder has carefully considered and has, to the extent
Holder believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability
of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors were deemed
necessary, and has determined that the Securities are a suitable investment for it. Holder has not been offered the Securities
by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications
published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where,
to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation
or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person
or persons acting on behalf of the Company, concerning the terms and conditions of the Securities and the Company, and all such
questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder any information regarding
the Securities or an investment in the Securities other than as contained in this Agreement, and Holder is relying on its own investigation
and evaluation of the Company and the Securities and not on any other information.


 


(b)The Holder is
a limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation
and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to
transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse
effect on its business or properties.


 


(c)All limited
liability company action has been taken on the part of the Holder, its officers, directors, managers and members necessary for
the authorization, execution and delivery of this Note. The Holder has taken all limited liability company action required to make
all of the obligations of the Holder reflected in the provisions of this Note, valid and enforceable obligations.


 




    	7 



    	 



    

(d)Each certificate
or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend), unless or
until registered under the 1933 Act or exempt from registration:


 


THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE
IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


Section 5.00General.


(a)        Payment
of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may
be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


(b)        Assignment,
Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon
the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


(c)       Amendments.
This Note may not be modified or amended, or any of the provisions of this Note waived, except by written agreement of the Company
and the Holder.


(d)       Funding
Window. The Company agrees that it will not enter into a convertible debt financing transaction, including 3(a)9 and 3(a)10
transactions, with any party other than the Holder for a period of 90 Trading Days following the Effective Date; except for (i)
any such transaction, the proceeds of which shall be used to repay this Note and/or (ii) any transaction or series of transactions
for convertible debt financing for debt not in excess of $100,000 and/or (iii) any convertible debt issued to Stephen Chiang under
the terms of the Company’s Investors’ Rights Agreement with Mr. Chiang dated October 26, 2016, pursuant to which Mr.
Chiang has the right to notice of any offering of convertible debt and a right to purchase on the same terms as any such offering.
The Company agrees that this is a material term of this Note and any breach of this Section 5.00(d) will result in a default of
the Note.


(e)       Piggyback
Registration Rights. Except as provided in this Note, the Company shall include on the next registration statement that the
Company files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares
issuable upon conversion of this Note. If the managing underwriter of any registered offering shall determine and advise Company
that, in its opinion, the distribution of all or a portion of the shares issuable upon conversion of this Note would materially
adversely affect the distribution of securities being registered by the Company then Company will include in such registration
first, the securities that Company proposes to sell and second, the shares issuable upon conversion of this Note, to the extent
permitted by the managing underwriter, in its




    	8 



    	 



    

discretion. Failure to do so will result
in liquidated damages of 30% of the outstanding Principal Sum of this Note, but not less than $20,000, being immediately due and
payable to the Holder at its election in the form of a cash payment or an addition to the Principal Sum of this Note.


(f)       Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any
convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any
term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly
provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such
term, at the Holder's option, shall become a part of this Note and its supporting documentation.. The types of terms contained
in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, terms addressing maturity, conversion look back periods, interest rates, original issue discount percentages
and warrant coverage.


(g)       Governing
Law; Jurisdiction.


(i)                
Governing Law. This Note will be governed by, and construed and interpreted
in accordance with, the laws of the State of Texas without regard to any conflicts of laws or provisions thereof that would otherwise
require the application of the law of any other jurisdiction.


(ii)       Jurisdiction
and Venue. Any dispute, claim, suit, action or other legal proceeding arising out of or relating to this Note or the
rights and obligations of each of the parties shall be brought only in the or in the federal courts of the United States of America
located in Dallas, Texas.


(iii)       No
Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect
to any litigation based on, or arising out of, under, or in connection with, this Note.


(iv)       Delivery
of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only
by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney
as set forth in its most recent SEC filing.


(v)       Notices.
Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent
by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission
if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service
for delivery.


(h)       No
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as
amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance
Guide published by the SEC.




    	9 



    	 



    

(i)       Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage
of any law that would prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages or
interest on this Note.


(j)       Securities
Laws Disclosure; Publicity. The Company shall file a Current Report on Form 8-K, including a copy of this Note as an exhibit
thereto, with the SEC within the time required by the 1934 Act. From and after the filing of such Current Report, the Company represents
to the Holder that it shall have publicly disclosed all material, non-public information delivered to the Holder by the Company,
or any of its officers, directors, employees, or agents in connection with the transactions contemplated by this Note. The Company
and the Holder shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor the Holder shall issue any such press release nor otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of the Holder, or without the prior consent of the
Holder, with respect to any press release of the Company, none of which consents shall be unreasonably withheld, delayed, denied,
or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other
party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly
disclose the name of the Holder, or include the name of the Holder in any filing with the SEC or any regulatory agency or Principal
Market, without the prior written consent of the Holder, except to the extent such disclosure is required by law or Principal Market
regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder.


The Company agrees
that this is a material term of this Note and any breach of this Section 5.00(j) will result in a default of the Note.


(k)       Attempted
Below-par Issuance. In the event that (i) any requested conversion hereunder shall be at a Conversion Price that is less than
then-current par value of the Company’s Common Stock and that any or all of such requested conversion would be precluded
by state law or otherwise and (ii) within three business days of the requested conversion, the Company shall not have reduced its
par value such that all of the requested conversion may then be accomplished, then the Company and the Holder agree to the following
conversion protocol: the Holder shall generate and transmit to the Company (X) a “preliminary” Conversion Notice for
the full number of shares of Common Stock of the above-referenced conversion at the Conversion Price without regard to any below-par
value conversion issues; (Y) a “par value” Conversion Notice for the number of shares of Common Stock for the above-referenced
conversion with the Conversion Price increased from the Conversion Price set forth in the “preliminary” Conversion
Notice to a Conversion Price at par value; and (Z) a “liquidated damages” Conversion Notice for that number of shares
of Common Stock that represents the difference between the number of shares of Common Stock in the “preliminary” Conversion
Notice and the number of shares of Common Stock in the “par value” Conversion Notice and the Conversion Price of such
“liquidated damages Common Shares” would be the par value of the Common Stock. The Company acknowledges that any failure
by it to provide the Holder with its full conversion rights under this Note (as a result of a proposed “below par”
conversion) will cause the Holder to incur substantial economic damages and losses of types and in amounts that




    	10 



    	 



    

are impossible to compute and ascertain
with certainty as a basis for recovery by the Holder of actual damages and that liquidated damages would represent a fair, reasonable,
and appropriate estimate thereof. Accordingly, in the event that the Holder is precluded from exercising any or all of its conversion
rights hereunder as a result of a proposed “below par” conversion, the Company agrees that, in lieu of actual damages
for such failure, liquidated damages may be assessed and recovered by the Holder without being required to present any evidence
of the amount or character of actual damages sustained by reason thereof. The amount of such liquidated damages shall be an amount
equivalent to the trading price (without discount) utilized in the “preliminary” Conversion Notice multiplied by the
number of shares calculated on the “liquidated damages” Conversion Notice. Such amount shall be assessed and become
immediately due and payable to the Holder (at its election) in the form of a cash payment, an addition to the Principal Sum of
this Note, or the immediate issuance of that number of shares of Common Stock as calculated on the “liquidated damages”
Conversion Notice. Such liquidated damages are intended to represent estimated actual damages and are not intended to be a penalty,
but, by virtue of their genesis and subject to the election of the Holder (as set forth in the immediately preceding sentence),
will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


(l)       Right
of First Refusal. From and after the date of this Note and at all times hereafter while the Note is outstanding, the Parties
agree that, in the event that the Company receives any written or oral proposal (the “Proposal”) containing
one or more offers to provide additional capital or equity or debt financing (the “Financing Amount”), the Company
agrees that it shall provide a copy of all documents received relating to the Proposal together with a complete and accurate description
of the Proposal to the Holder and all amendments, revisions, and supplements thereto (the “Proposal Documents”)
no later than 3 business days from the receipt of the Proposal Documents. Following receipt of the Proposal Documents from the
Company, the Holder shall have the right (the “Right of First Refusal”), but not the obligation, for a period
of 5 business days thereafter (the “Exercise Period”), to invest, at similar or better terms to the Company,
an amount equal to or greater than the Financing Amount, upon written notice to the Company that the Holder is exercising the Right
of First Refusal provided hereby. In furtherance of the Right of First Refusal, the Company agrees that it will cooperate and assist
the Holder in conducting a due diligence investigation of the Company and its corporate and financial affairs and promptly provide
the Holder with information and documents that the Holder may reasonably request so as to allow the Holder to make an informed
investment decision. However, the Company and the Holder agree that the Holder shall have no more than 5 business days from and
after the expiration of the Exercise Period to exercise its Right of First Refusal hereunder. This Right of First Refusal shall
extend to all purchases of debt held by, or assigned to or from, current stockholders, vendors, or creditors, all transactions
under Sections 3(a)9 and/or 3(a)10 or the Securities Act of 1933, as amended, and all equity line-of-credit transactions. In the
event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction
while this note is outstanding, without giving Right of First Refusal to the Holder, a liquidated damages charge of 25% of the
outstanding principal balance of this Note, but not less than $35,000, will be assessed and will become immediately due and payable
to the Holder at its election in the form of cash payment or addition to the balance of this Note. Such liquidated damages will
be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 




    	11 



    	 



    

 


 


 


 


 


 


 


 


[Signature Page to Follow.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	12 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Fixed Convertible Promissory Note to be duly executed on the day and in the year
first above written.


 


 


BLACKBOXSTOCKS, INC.


 


 





	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Email:	 
	 	 	 
	 	Address:	 
	 	 	 



 


 


 


 


 


This Fixed Convertible Promissory Note of July 17, 2019 is accepted
this 17th day July, 2019 by


 


VISTA CAPITAL INVESTMENTS, LLC


 


 


 





	By:	 	 
	Name:	David Clark	 
	Title:	Managing Member	 



 



    	13 



    	 



    

EXHIBIT A


 


FORM OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert all or part of that certain $165,000 Fixed Convertible Promissory Note identified
as the Note)


 


DATE:____________________________


FROM:Vista
Capital Investments, LLC (the “Holder”)


 


		Re:	$165,000 Fixed Convertible Promissory Note (this “Note”) originally issued by
Blackboxstocks, Inc., a Nevada corporation, to Vista Capital Investments, LLC on July 17, 2019.



 


The
undersigned on behalf of Vista Capital Investments, LLC, hereby elects to convert $_______________________ of the
aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001
par value per share, of Blackboxstocks, Inc. (the “Company”), according
to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned,
the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions
as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except
for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of
this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage”
contained in this Note.


Conversion
information:


Date
to Effect Conversion


 


 


Aggregate
Principal Sum of Note Being Converted


 


 


Aggregate
Interest/Fees of Principal Amount Being Converted


 


 


Remaining
Principal Balance


 


 


Number
of Shares of Common Stock to be Issued


 


 


Applicable
Conversion Price


 


 


Signature



 


 


Name


 


 


Address




    	14 



    	 



    

EXHIBIT B


 


WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF


 


BLACKBOXSTOCKS, INC.


 


 


The undersigned, being directors of Blackboxstocks, Inc., a Nevada
corporation (the “Company”), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve and adopt
the following preamble and resolutions:


 


Convertible Note with Vista Capital Investments, LLC


 


The board of directors of the Company has reviewed and authorized
the following documents relating to the issuance of a Fixed Convertible Promissory Note in the amount of up to $165,000 with Vista
Capital Investments, LLC.


 


The documents agreed to and dated July 17, 2019 are as follows:


 


8% Fixed Convertible Promissory Note of Blackboxstocks, Inc.


Irrevocable Transfer Agent Instructions


Certificate of Corporate Secretary


Disbursement Instructions


Schedule 1 – Use of Proceeds


 


The board of directors further agree to authorize and approve the
issuance of shares to the Holder at Conversion prices that are below the Company’s then current par value.


 


IN WITNESS WHEREOF, the undersign member(s) of the board of the
Company executed this unanimous written consent as of July 17, 2019.


 


 


_________________________________


 





	By:	Gust Kepler	 
	 	 	 
	Its:	President and Chief Executive Officer	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	15 



    	 



    

EXHIBIT C


 


CERTIFICATE OF CORPORATE SECRETARY OF


 


BLACKBOXSTOCKS, INC.


 


(Two Pages)


 


 


The undersigned, Gust Kepler is the duly elected
Corporate Secretary of Blackboxstocks, Inc., a Nevada corporation (the “Company”).


 


I hereby warrant and represent
that I have undertaken a complete and thorough review of the Company’s corporate and financial books and records, including,
but not limited to, the Company’s records relating to the following:


 


		(A)	The issuance of that certain convertible promissory note dated July 17, 2019 (the “Note
Issuance Date”) issued to Vista Capital Investments, LLC (the “Holder”) in the stated Principal Amount
of up to $165,000 (the “Note”);



 


		(B)	The Company’s Board of Directors duly approved the issuance of the Note to the Holder;



 


		(C)	The Company has not received and does not contemplate receiving any new consideration from any
persons in connection with any later conversion of the Note and the issuance of the Company’s Common Stock upon any said
conversion;



 


		(D)	To my best knowledge and after completing the aforementioned review of the Company’s stockholder
and corporate records, I am able to certify that the Holder (and the persons affiliated with the Holder) are not officers, directors,
or directly or indirectly, ten percent (10.00%) or more stockholders of the Company and none of said persons has had any such status
in the one hundred (100) days immediately preceding the date of this Certificate;



 


		(E)	The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable
Instructions to the Company’s Stock Transfer Agent dated July 17, 2019;



 


		(F)	Mark the appropriate selection:



 


___ The Company represents that it
is not a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended,
and has never been a shell company, as so defined; or


 


_X_ The Company represents that
(i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as
amended, (ii) since December 1, 2015 it has no longer been a shell company, as so defined, and (iii) on December 7,
2015, it provided Form 10-type information in a filing with the United States Securities and Exchange Commission.




    	16 



    	 



    

 


		(G)	I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to
be “affiliates,” as that term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended.



 


		(H)	I understand that all of the representations set forth in this Certificate will be relied upon
by counsel to Vista Capital Investments, LLC in connection with the preparation of a legal opinion.



 


 


I hereby affix my signature to this Notarized
Certificate and hereby confirm the accuracy of the statements made herein.


 


 


Signed:____________________________________Date:__________________


 


 





	Name:	Gust Kepler	 
	Title:	Secretary	 



 


 


 


 


SUBSCRIBED AND SWORN TO BEFORE ME ON THIS
________ DAY OF ____________________ 2019.


Commission Expires:______________


_________________________


Notary Public


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	17 



    	 



    

EXHIBIT D


 


TO:Vista Capital Investments, LLC


FROM:Blackboxstocks,
Inc.


DATE:July 17, 2019


RE:Disbursement
of Funds


 


Pursuant to that certain Fixed Convertible Promissory Note between
the parties listed above and dated July 17, 2019, a disbursement of funds will take place in the amount and manner described below:


 


	Please disburse to:	 
	Amount to disburse:	$150,000
	Form of distribution	Wire
	Name	Blackboxstocks, Inc.
	Company Address	
        5430 LBJ Freeway, Suite 1485

        Dallas, Texas 75240

         

         

	Wire Instructions:	
        Bank:  Bank of America

        ABA Routing Number:  026009593

        Account Number:  488052527580

        SWIFT Code: FOFAUS3N

        Account Name: Blackboxstocks Inc

        Phone:972-419-6100



 


TOTAL: $150,000


 


For: Blackboxstocks, Inc.


 


 


By: _________________________________________Dated: July 17,
2019


 


Name:Gust Kepler


Its: President and Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	18 



    	 



    

 


EXHIBIT E


 


COMPANY CAPITALIZATION TABLE AS OF JULY 17,
2019


 


COMMON STOCK AND COMMON STOCK EQUIVALENTS


ISSUED, OUTSTANDING AND RESERVED


 


	DESCRIPTION	    AMOUNT
	Authorized Common Stock	 
	    Authorized Capital Stock	110,000,000
	    Authorized Common Stock	         100,000,000
	    Issued Common Stock  	             7,715,551
	    Outstanding Common Stock	             7,715,551
	    Treasury Stock	                      n/a
	*Authorized, but unissued	                               141,027.
	 	 
	Authorized Preferred Stock	10,000,000
	Issued Preferred Stock	          5,000,000
	 	 
	Reserved for Equity Incentive Plans	n/a
	Reserved for Convertible Debt	4,230,769
	Reserved for Options and Warrants**	               65,385
	Reserved for Other Purposes	n/a
	 	 
	
        TOTAL COMMON STOCK AND COMMON

        STOCK EQUIVALENTS OUTSTANDING
	
        12,151,732

         



 


 


* Recently sold but unissued shares of Common
Stock (Post Reverse Split)


** Recently sold but unissued Warrants to purchase shares
of Common Stock (Post Reverse Split)


 


 


 


Note: If not applicable, enter “n/a”
or “zero” in Column 2.


 


 


 


 


 


 


 


 


 


 


 




    	19 



    	 



    

CURRENT DEBT AND LIABILITIES TABLE


 


CONVERTIBLE PROMISSORY NOTE BALANCES AND
PROMISSORY NOTE BALANCES


 


	DESCRIPTION	     ISSUANCE DATE	AMOUNT
	Convertible Promissory Note	 5-21-2019	$385,000
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Promissory Note	 	 
	Trammell S. Crow	12-06-2018	$107,331.50
	Gust Kepler	12-06-2018	$108,000.00
	Gust Kepler	11-09-2018	$129,863.01
	 	 	 
	 	 	 
	Other Debt and Liabilities	 	 
	Accounts Payable	 	$553,668.07
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


Note: If not applicable, enter “n/a”
or “zero” in Column 2.


 


To my best knowledge and after completing
the aforementioned review of the Company’s stockholder and corporate records, I am able to certify the accuracy of the statements
made herein.


 


 


 


BLACKBOXSTOCKS, INC.


 


 


By:Dated: July
17, 2019


Name:Gust Kepler


 


Title: President and Chief Executive Officer


 


 


 


 


 




    	20 



    	 



    

 


SCHEDULE 1


 


USE OF PROCEEDS


 


 


Pursuant to that certain Fixed Convertible Promissory Note between
the parties listed above and dated July 17, 2019, the Company covenants that it will within, six month(s) of the Effective
Date of the Note, it shall use approximately $150,000 of the proceeds in the manner set forth below (the “Use of
Proceeds”):


 


The Company shall have broad discretion
to utilize proceeds for general corporate purposes. Nevertheless, though the proceeds are not restricted to any specific purpose,
it is anticipated that they will generally be utilized to satisfy Company debt obligations, settlement of Company accounts payable,
pay administrative expenses, facilitate the implementation of the Company’s business plans and for working capital.


 


 


 


 


BLACKBOXSTOCKS, INC.


 


 


By:Dated: July 17, 2019


Name:Gust Kepler


 


Title: President and Chief Executive Officer