Page 7 of 9 – SEC Filing
Exhibit 1
STOCK REPURCHASE AND CANCELLATION AGREEMENT
This Stock Repurchase
and Cancellation Agreement (this “Agreement”), dated effective as of September 28, 2017 (the “Effective
Date”), is entered into by and between Gust Kepler (“Stockholder”) and Blackboxstocks, Inc., a Nevada
corporation (“Company”).
WHEREAS, Stockholder
is the record and beneficial owner of Seven Million Six Hundred Fifty-Five Thousand (7,655,000) shares of common stock, $.001 par
value per share (the “Common Stock”) of the Company;
WHEREAS, as of the
Effective Date, the Company has advanced the Stockholder cash in the principal amount of Seventy Nine Thousand Six Hundred Seventy
Eight Dollars ($79,678) (the “Stockholder Debt”);
WHEREAS, the parties
have agreed that the Company shall repurchase One Hundred Ten Thousand (110,000) shares of Common Stock (the “Repurchase
Shares”) from Stockholder in exchange for cancellation and forgiveness of Fifty-Five Thousand Dollars ($55,000) of the
Stockholder Debt (the “Cancelled Debt”);
NOW THEREFORE, in
consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the parties hereto
as follows.
1. Repurchase
of Common Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to repurchase
from the Stockholder, and the Stockholder hereby agrees to sell to the Company, all of the Stockholder’s right, title and interest
in and to the Repurchase Shares. On the Effective Date, the Stockholder shall deliver to the Company certificates representing
the Repurchase Shares, duly executed for cancellation, or accompanied by stock powers duly executed in blank (with a medallion
guarantee or such other evidence of signature as the Company’s transfer agent may require) whereupon the officers of the
Company shall cancel such shares by delivering the Shares to the Company’s stock transfer agent for cancellation. In the
event that the certificate delivered by the Stockholder shall represent a greater number of shares of Common Stock, the Company
shall promptly reissue and deliver to Stockholder a certificate representing any shares of Common Stock delivered in excess of
the Repurchase Shares.
2. Consideration
for the Repurchase Shares. In full consideration for the Repurchase Shares, the Company hereby cancels, forgives and releases
Stockholder from all obligations for repayment of the Cancelled Debt as of the Effective Date.
3. Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and understanding related to the subject matter hereof.
No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral,
express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement
or the written statement, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated
hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation,
warranty, covenant or condition not set forth.
4. Governing
Law. This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the
laws of the State of Texas (without regard to principles of conflicts of law).
