EXHIBIT 10.7



 


INTELLECTUAL PROPERTY ASSET PURCHASE 


AND ASSIGNMENT AGREEMENT


 


This Intellectual Property
Asset Purchase and Assignment Agreement (the “Agreement”) is made and entered into this __ day of October 2014 by and
among HERBERT H. MYERS, a United States citizen (“IP Asset Owner”) with an address at 17023 Lark Lane,
N.W., Poulsbo, Washington 98370; BOXLIGHT, INC. (formerly, Display Projection Corp.), a Washington corporation (“IP
Asset Licensee”) with an address at PO Box 2609, Belfair, Washington 98528; BOXLIGHT TECHNOLOGIES LTD., a Taiwan
corporation (“Assignee”), with an office at 4F., No.1, Lising 6 th Rd., Hsinchu City 300, Taiwan, R.O.C.; and
LOGICAL CHOICE CORPORATION, a Nevada corporation (“LCC”) with an address at 10951 W. Pico Blvd, Suite
204, Los Angeles, California 90064.


 


WHEREAS, Assignee is the
owner of 100% of the share capital of IP Asset Licensee; and


 


WHEREAS, IP Asset Owner
and IP Asset Licensee are parties to that certain Trademark License Agreement, dated as of April 16, 2009 (as the same may be amended
from time to time (the “Trademark License Agreement”),


 


WHEREAS, IP Asset Owner
is the owner of all right, title and interest in and to the registered trademarks and domain name listed on the attached Exhibit
A (collectively, the “Assets”); and


 


WHEREAS, LCC and its affiliates
have entered into an amended and restated share purchase agreement dated October __, 2014 with Assignee and its shareholders and
affiliates, pursuant to which LCC will acquire a majority of the share capital of Assignee and its subsidiaries and affiliates,
including the IP Asset Licensee; and


 


WHEREAS, consummation of
the share capital of Assignee and its affiliates is conditional upon LCC consummating an initial public offering of its shares
of common stock (the “LCC Common Stock”) and listing such LCC Common Stock for trading on NASDAQ or another
national securities exchange in the United States (the “LCC IPO”), with a a valuation of the fully-diluted LCC
Common Stock immediately prior to such IPO of not less than $80,000,000; and


 


WHEREAS, subject to consummation
of the LCC IPO, LCC and Assignee desire to purchase and the IP Asset Owner desires to sell and assign all right, title and interest
in the Assets and associated goodwill in the Assets throughout the world to Assignee and Assignee desires to acquire all of the
IP Asset Owner’s right title and interest in, to and under the Assets, together with the goodwill of the business in connection
with which the trademarks are used;


 




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NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, the parties hereto intending to be bound hereby, it is agreed as follows:


 


1. On
the date that the registration statement on Form S-1 is declared effective by the Securities and Exchange Commission (“SEC”)
in respect of the LCC IPO and LCC shall consummate the purchase of a majority of the issued and outstanding share capital of the
Assignee (the “Closing Date”), LCC shall issue to the IP Asset Owner a number of shares of LCC Common Stock
(the “Asset Purchase Price”) as shall be determined by dividing $250,000 by the initial price per share of
shares of LCC Common Stock sold in the IPO (the “IPO Offering Price”).


 


2. On
the Closing Date, the IP Asset Owner shall sell, assign, transfer and set over to Assignee, its successors, legal representatives
and assigns, all of IP Asset Owner’s right, title and interest in and to the Assets together with the goodwill and the business
associated with said Assets and registrations thereof, including any rights under common law, and including, without limitation,
all claims, proceeds and causes of action relating to and the right to sue for past, present and future infringements of said
Assets, the same to be held and enjoyed by Assignee for its own use and on behalf of its successors, legal representatives and
assigns, as fully and entirely as the same would have been held and enjoyed by IP Asset Owner, had this assignment not been made.


 


3.The IP Asset Owner
hereby requests the Commissioner of Patents and Trademarks, or the relevant foreign trademark office, to record Assignee, as assignee
and owner of any and all of IP Asset Owner’s in the Assets and to issue to Assignee any and all registrations resulting from
said applications, or any renewals of said registrations.


 


4.The IP Asset Owner
agrees to execute and deliver at a future date, for no additional consideration (other than the Asset Purchase Price, any additional
documents that the Assignee reasonably determines are required to reflect the Assignee’s ownership of the Assets anywhere
in the world.


 


5.The IP Asset Owner
will assist in obtaining or providing any further documents which may be required to confirm chain of title thereto.


 


6.Assignee shall have
the sole and absolute right to assign the Assets to any wholly-owned subsidiary or affiliate of Assignee or to any successor-in-interest
to the assets, business or securities of Assignee.


 


7.This Agreement may
be signed in counterparts, each of which shall be deemed an original, but together shall constitute a single instrument


 


8.By its execution
of this Agreement the IP Asset Licensee does hereby consent to all of the terms and conditions of this Agreement.


 


9.By their execution
of this Agreement, each of the IP Asset Owner and the IP Asset Licensee do hereby acknowledge and agree that on the Closing Date,
the Trademark License Agreement shall be terminated ab initio and deemed to have no further force or effect.


 




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10.This Agreement and
the Note shall be governed by and construed under the laws of the laws of the State of Washington as applied to agreements among
residents of the Washington, made and to be performed entirely within the State of Washington.


 


11.EACH OF THE PARTIES
HERETO HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT,
THE OBLIGATIONS HEREUNDER AND EACH PARTY REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.


 


12.THIS
AGREEMENT IS THE FINAL EXPRESSION OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
ANY ALLEGED ORAL AGREEMENT.


 


13.This
Agreement may be executed by facsimile signatures and delivered electronically in pdf format, each of which shall be given the
same legal weight as though they were ribbon original signatures.


 


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left blank]


 




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IN WITNESS WHEREOF, this
Agreement has been duly executed by the IP Asset Owner and duly authorized representatives of each of the IP Asset Licensee, the
Assignee and LCC on the __ day of October 2014.


 


	 	IP ASSET OWNER:
	 	 	 
	 	/s/ Herbert H. Myers
	 	HERBERT H. MYERS
	 	 	 
	 	IP ASSET LICENSEE:
	 	 
	 	BOXLIGHT, INC.
	 	 	 
	 	By:	/s/ Henry F. Nance
	 	Name:	Henry F. Nance
	 	Title:	President
	 	 	 
	 	ASSIGNEE:
	 	 
	 	BOXLIGHT TECHNOLOGIES LTD.
	 	 	 
	 	By:	/s/ James M. Elliott
	 	Name:	James M. Elliott
	 	Title:	Chief Executive Officer
	 	 	 
	 	LCC:
	 	 
	 	LOGICAL CHOICE CORPORATION
	 	 	 
	 	By:	/s/ James M. Elliott
	 	Name:	James M. Elliott
	 	Title:	Chief Executive Officer



 



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EXHIBIT A


 


Purchased Assets


 


Registered
Trademarks, domain name and other
assets:


 


BOXLIGHT


 


www.boxlight.com


 


BOXLIGHT