M2M Spectrum Networks, LLC entered into an agreement and plan of merger agreement to acquire Solbright Group, Inc. (OTCPK:SBRT) in a reverse merger transaction on July 30, 2018. Under the terms of transaction, M2M’s 90.9 million common equity units will be exchanged for an aggregate of 128.58 million shares of Solbright at an exchange ratio of 1.4147, M2M’s 14.56 million profit participation units will be exchanged for an aggregate of 14.69 million shares of Solbright at an exchange ratio of 1.0087 and warrants to purchase 1.37 million common equity units of M2M will be exchanged for warrants to purchase an aggregate of 11.99 million shares of Solbright at an exercise price of $0.35 per share. Upon consummation of the merger, it is anticipated that there will be a change in control of Solbright, with the former owners of M2M effectively acquiring control of the Solbright. The new combined company will be renamed to Iota Communications, Inc., and will be a publicly traded company. Solbright's trading symbol will be changed shortly after the closing of the merger, and Iota intends to apply for an up-listing of its stock onto a major exchange upon meeting the listing qualifications. The agreement may be terminated at any time by mutual consent of the parties, or automatically, if the merger does not close by September 30, 2018, as such date may be extended by mutual consent of the parties or by Solbright if it receives an unsolicited, bona fide written offer by a third-party that Solbright’s Board of Directors determines, in its good faith judgment, would result in a transaction that is more favorable to Solbright’s stockholders than the merger; provided, however, that such termination would require Solbright to pay Spectrum a $2 million break-up fee, plus legal and professional fees incurred in connection with the merger and related transactions, and may not be exercised by Solbright following receipt of the approval of the merger by the holders of more than 50% of the Solbright’s common stock, or by operation of law, or by either party if the other party breaches or fails to observe or perform in any material respect any of its covenants or obligations under the agreement, or if any representation or warranty of the other party contained in the agreement is determined to be inaccurate prior to the closing of the merger. Iota will be led by Barclay Knapp as Chairman and Chief Executive Officer and Terrence DeFranco as President and Chief Financial Officer. Barclay Knapp and Terrence DeFranco will be the initial members of the Board of Directors and additional members will be appointed at the time of the merger. The closing of the merger is subject to the completion of certain restructuring transactions by M2M and Spectrum, parent of M2M, written consent of sole member of M2M, approval by holders of more than 50% of Solbright’s common stock, appointment of certain officers and execution of employment agreements with those officers and with Barclay Knapp and Terrence DeFranco, conversion of any convertible promissory note(s) outstanding pursuant to that certain note purchase agreement, dated as of June 28, 2018, by and between M2M and Solbright into equity of Solbright upon execution of this agreement and other customary closing conditions. The transaction has been approved by the holders of 18.4 million shares of the Solbright’s common stock (approximately 51%) as of July 30, 2018. The filing of the certificate of amendment has been authorized by the Solbright’s Board on July 30, 2018, subject to receipt of stockholder approval. The transaction has been unanimously approved by the Board of Directors of Solbright. The transaction has been approved by managers and a majority of the M2M members. The transaction is expected to close in early September 2018. Ladenburg Thalmann & Co. Inc. acted as financial advisor to M2M. Steven M. Cohen of Morgan, Lewis & Bockius, LLP acted as legal advisor to M2M and Eric C. Mendelson of The Crone Law Group acted as legal counsel to Solbright.