UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

IOTA COMMUNICATIONS, INC.

(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))

Class of Warrants to Purchase Common Stock with an Exercise Price of $0.3753 Issued in September 2018 in

Exchange for Warrants Issued between March 2018 and July 2018

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

Barclay Knapp

Chief Executive Officer

Iota Communications, Inc.

540 Union Square

New Hope, PA 18938

(855) 743-6478

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with a copy to:

Joseph M. Lucosky, Esq.

Steven A. Lipstein, Esq.

Lucosky Brookman LLP

101 Wood Avenue South 

Woodbridge, New Jersey 08830

(732) 395-4400

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

SCHEDULE TO

This Tender Offer Statement on Schedule TO (“Schedule TO”) is being filed by Iota Communications, Inc. (the “Company” or “Iota” or “we”, “us”, or “our”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the following exchange offer: upon the holders of up to 18,281,494 of that certain class of warrants, each to purchase one share of common stock, with an exercise price of $0.3753 per share and each issued in September 2018 in exchange for warrants issued by us between March 2018 and July 2018 to individuals and entities in connection with such individuals and entities purchasing certain wireless spectrum services from us between March 2018 and July 2018 (the “Warrants”), exercising such Warrants for the cash exercise price of $0.3753 per share, Iota shall: (i) issue up to 21,937,793 shares of common stock (the holders will receive up to an extra 3,656,299 shares (a 20% bonus) as part of the offer in addition to the up to 18,281,494 shares of common stock to which they are entitled pursuant to the warrant exercise); and (ii) provide services to the holders such that the holders will receive, within twelve (12) months of the expiration date of this tender offer, at least 1.1373 megahertz pops (“MHz-POPs”) (the amount of megahertz of wireless spectrum covered by an exclusive Federal Communications Commission (“FCC”) radio frequency license (“FCC License Authorization”) multiplied by the population in the Economic Area (as defined by the FCC) covered by such FCC license) in FCC License Authorizations for each Warrant exercised. The offer is being made upon the terms and subject to certain conditions set forth in the Offer to Exercise and Exchange dated December 11, 2018 (the “Offer to Exercise and Exchange”) and in the related Letter to Holders of Warrants (the “Letter”), which, as amended or supplemented from time to time, together constitute the offer (the “Offer”). This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Exchange Act.

All information in the Offer to Exercise and Exchange and the Letter, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is hereby expressly incorporated by reference in response to all of the items in this Schedule TO, and as more particularly set forth below.

The information set forth in the section of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” is incorporated herein by reference.

(a) Name and Address.

The name of the issuer is Iota Communications, Inc. The address and telephone number of Iota’s principal executive office is: 540 Union Square, New Hope, PA 18938; telephone (855) 743-6478.

Pursuant to General Instruction C to Schedule TO, the information set forth in “The Offer—Section 8. Interests of Directors and Executive Officers” of the Offer to Exercise and Exchange is incorporated herein by reference.

(b) Securities.

This Schedule TO relates to all of the Warrants. The Warrants form a class on the basis of: their specific exercise price ($0.3753 per share); when they were issued (September 2018 in exchange for warrants issued by us between March 2018 and July 2018); and to whom they were issued (individuals and entities who purchased certain wireless spectrum services from us between March 2018 and July 2018). As of November 30, 2018, there were issued and outstanding 7,339,306 of other classes of warrants with a weighted average duration of 0.84 years, and a weighted average exercise price of $0.87 per share. This Schedule TO does not relate to any of these 7,339,306 warrants. In addition, as of November 30, 2018, there were issued and outstanding 5,295,834 options with a weighted average duration of 7.28 years, and a weighted average exercise price of $1.33 per share. This Schedule TO does not relate to any of these options.

(c) Trading Market and Price.

The information set forth in the section of the Offer to Exercise and Exchange titled “The Offer—Section 6. Price Range of Common Stock” is incorporated herein by reference.

(a) Name and Address.

Iota is the subject company and the filing person. The business address and telephone number of Iota are set forth under Item 2(a) above.

The address and telephone number of each director and executive officer is: Iota Communications, Inc., 540 Union Square, New Hope, PA 18938; telephone (855) 743-6478.

(a) Material Terms.

(1)(i) The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” and “The Offer—Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided” is incorporated herein by reference.

(1)(ii) The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” and “The Offer—Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided” is incorporated herein by reference.

(1)(iii) The information set forth in the section of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” is incorporated herein by reference.

(1)(iv) Not applicable.

(1)(v) The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” “The Offer—Section 5. Conditions of the Offer” and “The Offer—Section 12. Extension of the Offer; Termination; Amendment” is incorporated herein by reference.

(1)(vi) The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” and “The Offer—Section 4. Withdrawal Rights” is incorporated herein by reference.

(1)(vii) The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” “The Offer—Section 3. Procedures for Exercising Warrants” and “The Offer—Section 4. Withdrawal Rights” is incorporated herein by reference.

(1)(viii) The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” “The Offer—Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided” and “The Offer—Section 3. Procedures for Exercising Warrants” is incorporated herein by reference.

(1)(ix) Not applicable.

(1)(x) Not applicable.

(1)(xi) Not applicable.

(1)(xii) The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” and “The Offer—Section 9. Material U.S. Federal Income Tax Consequences” is incorporated herein by reference.

(2)(i)-(vii) Not applicable.

(b) Purchases.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” “The Offer—Section 8. Interests of Directors and Executive Officers” is incorporated herein by reference.

(e) Agreements Involving the Subject Company’s Securities.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” “Risk Factors,” “The Offer—Section 2. Purposes of the Offer; Certain Effects of the Offer,” “The Offer—Section 8. Interests of Directors and Executive Officers,” and “The Offer—Section 10. Information Concerning Iota” is incorporated herein by reference.

(a) Purposes.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” “The Offer—Section 2. Purposes of the Offer; Certain Effects of the Offer,” and “The Offer—Section 10. Information Concerning Iota” is incorporated herein by reference.

(b) Use of Securities Acquired.

The information set forth in the section of the Offer to Exercise and Exchange titled “The Offer—Section 2. Purposes of the Offer; Certain Effects of the Offer” is incorporated herein by reference.

(c) Plans.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” “The Offer—Section 2. Purposes of the Offer; Certain Effects of the Offer,” “The Offer—Section 6. Price Range of Common Stock” and “The Offer—Section 10. Information Concerning Iota” is incorporated herein by reference.

(a) Sources of Funds.

The information set forth in the section of the Offer to Exercise and Exchange titled “The Offer—Section 7. Source and Amount of Funds or Other Consideration” is incorporated herein by reference.

(b) Conditions.

The information set forth in the section of the Offer to Exercise and Exchange titled “The Offer—Section 7. Source and Amount of Funds or Other Consideration” is incorporated herein by reference.

(d) Borrowed funds.

Not applicable.

(a) Securities Ownership.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” and “The Offer—Section 8. Interests of Directors and Executive Officers” is incorporated herein by reference.

(b) Securities Transactions.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” and “The Offer—Section 8. Interests of Directors and Executive Officers” is incorporated herein by reference.

(a) Solicitations or Recommendations.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” and “The Offer—Section 13. Fees and Expenses” is incorporated herein by reference.

None of the Company, the Company’s board of directors, or GP Nurmenkari Inc., the placement agent for the Offer, is making any recommendation to you as to whether to exercise or refrain from exercising your Warrants pursuant to the Offer. You must make your own decision as to whether to exercise your Warrants. In doing so, you should read carefully the information in the Offer to Exercise and Exchange and in the related Letter, including the purposes and effects of the Offer. See “The Offer—Section 2. Purposes of the Offer; Certain Effects of the Offer.” You should discuss whether to exercise your Warrants with your own broker or other financial advisor, if any.

(a) Financial Information.

The full text of the Quarterly Report on Form 10-Q and the Annual Report on Form 10-K, as well as the other documents the Company has filed with the SEC prior to, or will file with the Commission subsequent to, the filing of this Tender Offer Statement on Schedule TO, can be accessed electronically on the SEC’s website at www.sec.gov. Copies of our SEC filings are also available without charge upon written request addressed to: Iota Communications, Inc., 540 Union Square, New Hope, PA 18938, attn.: Corporate Secretary, telephone (855) 743-6478.

Our net tangible book value as of August 31, 2018 was approximately $(5,068,109), or approximately $(0.117) per share. Net tangible book value per share represents our total tangible assets less total tangible liabilities, divided by the number of shares of common stock outstanding as of August 31, 2018.

(b) Pro Forma Information.

The following tables present unaudited pro forma condensed financial data for the Company disclosing the effect of the Offer to Exercise and Exchange on the Company’s:

(i) balance sheet as of August 31, 2018;

(ii) statement of income and earnings per share for the quarterly period ended August 31, 2018; and

(iii) book value per share as of August 31, 2018.

In preparing this pro forma condensed financial data the Company assumed that all holders of Warrants elected to participate in the Offer to Exercise and Exchange for all 18,281,494 warrant shares eligible to participate in such Offer to Exercise and Exchange and that the Offer to Exercise and Exchange was completed as of the end of the quarterly period ended August 31, 2018. The pro forma condensed financial data does not include any adjustment related to the issuance of services such that a warrant holder will receive, within twelve (12) months of the expiration date of this tender offer, at least 1.1373 MHz-POPs in FCC License Authorizations for each warrant exercised. The pro forma condensed financial data is presented for informational and illustrative purposes only. The data does not purport to represent what our consolidated financial data would have been if the Offer to Exercise and Exchange was completed for all eligible warrant shares as of August 31, 2018, and the data does not purport to project our future consolidated statement of operations or financial position.

The pro forma condensed financial data does not give effect to the September 5, 2018 closing of the merger that resulted in M2M Spectrum Networks, LLC becoming a wholly owned subsidiary of the Company. For more information about the merger, see our Current Report on Form 8-K filed with the SEC on September 7, 2018.

Numbers are in thousands, except for share and per share data.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers” and “The Offer—Section 8. Interests of Directors and Executive Officers” and the Letter to Holders of Warrants, a copy of which is filed as Exhibit (a)(l)(B) hereto, is incorporated herein by reference.

(c) Other Material Information.

The information set forth in the sections of the Offer to Exercise and Exchange titled “Summary Term Sheet and Questions and Answers,” “Risk Factors,” “The Offer—Section 11. Certain Legal Matters; Regulatory Approvals,” “The Offer—Section 14. Miscellaneous,” and “Where You Can Find More Information” is incorporated herein by reference.

Iota will amend this Schedule TO to include documents that it may file with the SEC after the date of the Offer to Exercise and Exchange pursuant to Sections 13(a), 13(c) or 14 of the Securities Exchange Act of 1934, as amended, and prior to the expiration of the Offer, to the extent required by Rule 13e-4(d)(2) of the Securities Exchange Act of 1934, as amended.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2018

Exhibit (a)(1)(A)

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION CONTEMPLATED HEREIN; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

OFFER TO EXERCISE AND EXCHANGE

WARRANTS TO PURCHASE COMMON STOCK

IOTA COMMUNICATIONS, INC.

December 11, 2018

THE OFFER TO EXERCISE AND EXCHANGE (AND ASSOCIATED WITHDRAWAL RIGHTS) WILL

EXPIRE AT 5:00 P.M. (EASTERN STANDARD TIME) ON JANUARY 9, 2019 UNLESS THIS OFFER

PERIOD IS EXTENDED.

Unless otherwise noted, references in this Offer to Exercise and Exchange Warrants to Purchase Common Stock to “Iota,” the “Company,” “we,” “our,” or “us” means Iota Communications, Inc., and eligible holders of outstanding warrants are referred to as “you.”

The Company herby offers, upon the holders of up to 18,281,494 of that certain class of warrants, each to purchase one share of common stock, with an exercise price of $0.3753 per share and each issued in September 2018 in exchange for warrants issued by us between March 2018 and July 2018 to individuals and entities in connection with such individuals and entities purchasing certain wireless spectrum services from us between March 2018 and July 2018 (the “Warrants”), exercising such Warrants for the cash exercise price of $0.3753 per share, to exchange the exercised Warrants for the following: (i) the Company will issue up to 21,937,793 shares of common stock (the holders will receive up to an extra 3,656,299 shares (a 20% bonus) as part of the offer in addition to the up to 18,281,494 shares of common stock to which they are entitled pursuant to the warrant exercise); and (ii) the Company will provide services to the holders such that the holders will receive, within twelve (12) months of the expiration date of this tender offer, at least 1.1373 megahertz pops (“MHz-POPs”) (the amount of megahertz of wireless spectrum covered by an exclusive Federal Communications Commission (“FCC”) radio frequency license (“FCC License Authorization”) multiplied by the population in the Economic Area (as defined by the FCC) covered by such FCC license) in FCC License Authorizations for each Warrant exercised. Each Warrant holder will receive a MHz-POPs credit calculated as if the exercise payment was buying MHz-POPs at $0.33/MHz-POP. This formula also equates to 1.13731 MHz-POPs per warrant share exercised. Each Warrant holder may choose a market from the list attached to the Letter (as defined below) which has MHz-Pops that are less than or equal to 105% of the MHz-POPs credit. If the MHz-POPs desired are more than 105% of the MHz-POPs credit, the additional MHz-POPs may be purchased at $0.33/MHz-POP. The MHz-POPs credit and additional MHz-POPs price may only be applied to the list of markets attached to the Letter.

The offer is being made upon the terms and subject to certain conditions set forth in this Offer to Exercise and Exchange dated December 11, 2018 (the “Offer to Exercise and Exchange”) and in the related Letter to Holders of Warrants (the “Letter”), which, as amended or supplemented from time to time, together constitute the offer (the “Offer”).

The Offer is not conditioned on any minimum number of Warrants being exercised. To participate in the Offer, however, a holder of a Warrant must exercise all of the Warrants they hold.

The purpose of the Offer is to encourage the exercise of the Warrants and provide funding to support the Company’s operations and to streamline and simplify the Company’s capital structure by providing the holders of the Warrants with the opportunity to exercise the Warrants by issuing 20% in bonus shares (making the effective exercise price $0.3128 per share instead of $0.3753 per share) and providing services that will result in the holders receiving at least 1.1373 MHz-POPs in FCC License Authorizations for each warrant exercised. Please see “Purposes of the Offer; Certain Effects of the Offer” below for a description of the purposes of the Offer.

The period during which Warrants may be exercised and exchanged on the terms described above will commence on December 11, 2018 (the date the materials relating to the Offer are first sent to the holders, referred to herein as the “Offer Date”) through January 9, 2019 (the “Offer Period”). The date of January 9, 2019 is referred to herein as the “Expiration Date”.

IT IS THE COMPANY’S CURRENT INTENTION NOT TO CONDUCT ANOTHER OFFER DESIGNED TO INDUCE THE EARLY EXERCISE OF THE WARRANTS.

None of the Company, the Company’s board of directors, or GP Nurmenkari Inc., the placement agent for the Offer, is making any recommendation to you as to whether to exercise or refrain from exercising your Warrants pursuant to the Offer. You must make your own decision as to whether to exercise your Warrants. In doing so, you should read carefully the information in this Offer to Exercise and Exchange and in the related Letter, including the purposes and effects of the Offer. See “The Offer—Section 2. Purposes of the Offer; Certain Effects of the Offer.” You should discuss whether to exercise your Warrants with your own broker or other financial advisor, if any.

IMPORTANT PROCEDURES

This Offer to Exercise and Exchange together with the Letter, Election to Participate and Exercise Warrant, and Notice of Withdrawal constitute the “Offering Materials.” These Offering Materials provide information regarding the Offer and instructions as to how you can exercise your Warrants. An election to participate in the Offer will result in your exercise of your Warrants. You should read all of the materials carefully before you decide whether to participate in the Offer and exercise your Warrants and receive the number of shares of Company common stock issuable therefor plus an extra twenty percent (20%) of shares of Company common stock.

To participate in the Offer and exercise your Warrants and receive the number of shares of Company common stock issuable therefor plus an extra twenty percent (20%) of shares of Company common stock, you must deliver to the Company before the Expiration Date all of the following: (i) a signed copy of the Election to Participate and Exercise Warrant, (ii) the original copy of your Warrant for cancellation, and (iii) cash in the amount equal to the exercise price multiplied by the number of shares of common stock you elect to purchase (collectively, the “Acceptance and Exercise Documents”). Each of these items (other than the cash exercise price) must be properly delivered, before the Expiration Date to: Iota Communications, Inc., 540 Union Square, New Hope, PA 18938, Attention: Barclay Knapp, CEO. The cash may be tendered in the form of a check payable to Iota Communications, Inc., or by wire transfer to the bank account set forth in the Election to Participate and Exercise Warrant. If you properly tender (and do not validly withdraw) your Warrants and the other Acceptance and Exercise Documents on or prior to 5:00 p.m., Eastern Standard Time on the Expiration Date (or such later date and time if we extend the Offer to), promptly following the Expiration Date, we intend to notify our transfer agent of our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents and promptly issue and deliver to you the number of shares of Company common stock issuable under the Warrant plus an extra twenty percent (20%) of shares of Company common stock. See “The Offer—Section 3. Procedures for Exercising Warrants.” In addition, promptly following the Expiration Date, we intend to send you a letter detailing how many MHz-POPs in FCC License Authorizations you are entitled to receive within twelve (12) months of the Expiration Date.

If you change your mind and do not want to participate in the Offer, you may submit a Notice of Withdrawal to the Company at any time prior to the Expiration Date. The Notice of Withdrawal must be properly completed and must be returned to the Company on or prior to the Expiration Date. However, you may change your mind and submit a Notice of Withdrawal to us if your Acceptance and Exercise Documents have not been accepted by us prior to the Expiration Date. In addition, if we have not accepted your Acceptance and Exercise Documents by February 7, 2019, which is the fortieth business day from the Offer Date, you may change your mind and submit a Notice of Withdrawal to us after February 7, 2019. If you properly withdraw in a timely manner as set forth above, we will promptly: (i) cancel your signed copy of the Election to Participate and Exercise Warrant, (ii) return the original copy of your Warrant (which will remain unmodified and in full force and effect), and (iii) provide you with a check equal to the amount of cash you paid to exercise the Warrant.

If you have any question or need assistance, you should contact GP Nurmenkari Inc., the placement agent for the Offer (the “Placement Agent”). The Placement Agent may be reached at:

GP Nurmenkari Inc.

22 Elizabeth Street

Norwalk, CT 06854

Phone: (212) 447-5550

Attn: Robert Fitzpatrick, COO

You may request additional copies of this document and any of the Offering Materials from the Company and the Placement Agent. The Company may be reached at:

Iota Communications, Inc.

540 Union Square

New Hope, PA 18938

Phone: (855) 743-6478

Attention: Barclay Knapp, CEO

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER OR NOT YOU SHOULD PARTICIPATE IN THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS DOCUMENT.

THIS OFFER HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF HOLDERS OF WARRANTS. DISTRIBUTION OF THIS OFFER TO ANY PERSON OTHER THAN SUCH HOLDERS AND THOSE PERSONS RETAINED TO ADVISE SUCH HOLDERS IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS OFFER TO EXERCISE AND EXCHANGE OR RELATED DOCUMENTS, IN WHOLE OR IN PART, IS PROHIBITED.

THE SECURITIES BEING OFFERED PURSUANT TO THIS OFFER ARE BEING OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, REGULATION D THEREUNDER, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED THEREUNDER.

THE DATE OF THIS OFFER TO EXERCISE AND EXCHANGE IS DECEMBER 11, 2018

TABLE OF CONTENTS

Special Note with Respect to Forward-Looking Information

This Offer to Exercise and Exchange includes forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this Offer to Exercise and Exchange regarding our future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, the future of our industries and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements.

You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this Offer to Exercise and Exchange, or, in the case of forward-looking statements in documents incorporated by reference, as of the date of the date of the filing of the document that includes the statement. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. Except with respect to our obligation to provide amendments for material changes to the Offer to Exercise and Exchange during the duration of the Offer, we do not undertake and specifically decline any obligation to update any forward-looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future events or developments.

We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this Offer to Exercise and Exchange under the caption “Risk Factors,” and elsewhere in this Offer to Exercise and Exchange which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this Offer to Exercise and Exchange.

SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS

This summary term sheet highlights important information regarding the Offer. To understand the Offer fully and for a more complete description of the terms of the Offer, you should carefully read this entire Offer to Exercise and Exchange and the related Letter to Holders of Warrants (the “Letter”) that constitute the Offer. We have included references to the sections of this Offer to Exercise and Exchange where you will find a more complete description of the topics addressed in this Summary Term Sheet.

For further information regarding the Offer, see “The Offer.”

The Offer

Who is offering to exchange the exercised Warrants?

Iota is making an offer to exchange your exercised Warrants for bonus shares of common stock and for services related to acquiring MHz-POPs.

What is the background and purpose of the Offer?

On July 30, 2018, Solbright Group, Inc. entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Iota Networks, LLC, an Arizona limited liability company, and a direct wholly owned subsidiary of Solbright Group (the “Merger Sub”), M2M Spectrum Networks, LLC, an Arizona limited liability company (“M2M”), and Spectrum Networks Group, LLC, an Arizona limited liability company and the majority member of M2M (“Spectrum”). Pursuant to the terms of the Merger Agreement, Merger Sub was to merge with and into M2M (the “Merger”), a dedicated Internet of Things (“IoT”) network access and IoT solutions company, with M2M continuing as the surviving entity and a wholly owned subsidiary of the Company. On September 5, 2018, the Merger Agreement was amended and the Merger closed.

For more information about the Merger, see our Current Report on Form 8-K filed with the SEC on September 7, 2018.

On November 26, 2018, Solbright Group, Inc. filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a change of the Company’s name to Iota Communications, Inc. The name change became effective as of November 26, 2018.

In connection with Solbright Group changing its to Iota Communications, Inc., the Company submitted to FINRA a voluntary request for the change of the Company OTC trading symbol. The change of the Company’s trading symbol from “SBRT” to “IOTC” became effective in the market as of the start of trading on November 28, 2018. 

For more information about the name change and symbol change, see our Current Report on Form 8-K filed with the SEC on November 28, 2018.

We believe that the newly formed Iota is performing well, and in the transition, we believe we have discovered even more synergies to capitalize upon for near-term growth. Specifically, we have new and better combined IoT solutions to bring to our newly renamed Commercial Solutions Group, which combines our activities in the Energy & Facilities Management, GeoLocation/GeoMarketing, and Industrial Monitoring & Control segments. We also believe we now have a robust prospect list of near-term potential customers and we would like to build up additional capital resources now to help us accelerate our growth. In addition, it is our intention to apply to list our common stock on a national securities exchange shortly, and we believe that simplifying our capitalization and increasing our stockholders’ equity in the near term will enhance that application.

The purpose of the Offer is thus to encourage the exercise of the Warrants and provide funding to support the Company’s operations, to streamline and simplify the Company’s capital structure, and to improve our listing application. The early exercise of the Warrants could result in proceeds to the Company of more than $6.0 million which we believe will accelerate our growth by prudent expansion of our marketing, sales, and distribution capabilities.

What will happen if I do not exercise my Warrants?

Warrant holders who choose not to exercise their Warrants pursuant to the Offer will retain their Warrants on the same terms and conditions that currently apply. See “The Offer—Section 2. Purposes of the Offer; Certain Effects of the Offer.”

How many Warrants are we offering to exchange?

Iota is offering to exchange all of the outstanding Warrants. As of November 30, 2018, there were issued and outstanding 7,339,306 of other classes of warrants with a weighted average duration of 0.84 years, and a weighted average exercise price of $0.87 per share. This Schedule TO does not relate to any of these 7,339,306 warrants. See “The Offer—Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided.”

Is there a minimum number of Warrants that I must exercise?

The Offer is not conditioned on any minimum number of Warrants being exercised. To participate in the Offer, however, a holder of a Warrant must exercise all of the Warrants they hold. See “The Offer—Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided.”

What will be provided in exchange for the exercise of the Warrants?

The Company will issue shares of common stock representing a twenty percent (20%) bonus in addition to the shares of common stock to which the holder is entitled pursuant to the warrant exercise and the Company will provide services to the holder such that the holder will receive, within twelve (12) months of the Expiration Date, at least 1.1373 MHz-POPs in FCC License Authorizations for each Warrant exercised. See “The Offer—Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided.”

How long do I have to exercise my Warrants?

You may exercise your Warrants pursuant to the Offer until the Offer expires. The Offer will expire at 5:00 p.m., Eastern Standard Time, on January 9, 2019, or such later time and date to which we may extend the Offer. See “The Offer—Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided” and “The Offer—Section 12. Extension of the Offer; Termination; Amendment.”

Can the Offer be extended, amended or terminated?

We may elect to extend or amend any of the terms of the Offer for any reason. If we extend the Offer or amend any of the terms of the Offer, we will delay the acceptance of any Warrants that have been exercised pursuant to the Offer prior to such extension. If we, in our judgment, materially amend the terms of the Offer, then the Offer must remain open for at least ten business days following the date that notice of the increase or decrease is first published, sent or given. We can also terminate the Offer under certain circumstances. See “The Offer—Section 5. Conditions of the Offer” and “The Offer—Section 12. Extension of the Offer; Termination; Amendment.”

How will I be notified if the Offer is extended or amended?

If the Offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. We will announce any amendment to the Offer by making a public announcement of the amendment. See “The Offer—Section 12. Extension of the Offer; Termination; Amendment.”

How do I exercise my Warrants?

To participate in the Offer and exercise your Warrants and receive the number of shares of Company common stock issuable therefor plus an extra twenty percent (20%) of shares of Company common stock, you must deliver to the Company before the Expiration Date all of the following: (i) a signed copy of the Election to Participate and Exercise Warrant, (ii) the original copy of your Warrant for cancellation, and (iii) cash in the amount equal to the exercise price multiplied by the number of shares of common stock you elect to purchase (collectively, the “Acceptance and Exercise Documents”). Each of these items (other than the cash exercise price) must be properly delivered, before the Expiration Date to: Iota Communications, Inc., 540 Union Square, New Hope, PA 18938, Attention: Barclay Knapp, CEO. The cash may be tendered in the form of a check payable to Iota Communications, Inc., or by wire transfer to the bank account set forth in the Election to Participate and Exercise Warrant. If you properly tender (and do not validly withdraw) your Warrants and the other Acceptance and Exercise Documents on or prior to 5:00 p.m., Eastern Standard Time on the Expiration Date (or such later date and time if we extend the Offer to), promptly following the Expiration Date, we intend to notify our transfer agent of our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents and promptly issue and deliver to you the number of shares of Company common stock issuable under the Warrant plus an extra twenty percent (20%) of shares of Company common stock. See “The Offer—Section 3. Procedures for Exercising Warrants.” In addition, promptly following the Expiration Date, we intend to send you a letter detailing how many MHz-POPs you are entitled to receive within twelve (12) months of the Expiration Date.

You may contact the Placement Agent for assistance.

Until what time can I withdraw previously exercised Warrants?

You may withdraw your exercised Warrants at any time before the Expiration Date. See “The Offer—Section 4. Withdrawal Rights.”

How do I withdraw Warrants previously exercised?

If you change your mind and do not want to participate in the Offer, you may submit a Notice of Withdrawal to the Company at any time prior to the Expiration Date. The Notice of Withdrawal must be properly completed and must be returned to the Company on or prior to the Expiration Date. However, you may change your mind and submit a Notice of Withdrawal to us if your Acceptance and Exercise Documents have not been accepted by us prior to the Expiration Date. In addition, if we have not accepted your Acceptance and Exercise Documents by February 7, 2019, which is the fortieth business day from the Offer Date, you may change your mind and submit a Notice of Withdrawal to us after February 7, 2019. 

Has Iota or its board of directors adopted a position on the Offer?

Iota, its board of directors, and the Placement Agent and their respective affiliates are not making any recommendation to you as to whether you should exercise your Warrants or refrain from exercising your Warrants pursuant to the Offer. You must make your own decision as to whether to exercise your Warrants. In doing so, you should read carefully the information in this Offer to Exercise and Exchange and the related Letter. You should discuss whether to exercise your Warrants with your own broker or other financial advisor, if any. See “The Offer—Section 2. Purposes of the Offer; Certain Effects of the Offer.”

When will Iota issue the shares of common stock and provide the services for the Warrants I exercise?

Promptly following the Expiration Date, we intend to notify our transfer agent of our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents and promptly issue and deliver to you the number of shares of Company common stock issuable under the Warrant plus an extra twenty percent (20%) of shares of Company common stock. See “The Offer—Section 3. Procedures for Exercising Warrants.” In addition, promptly following the Expiration Date, we intend to send you a letter detailing how many MHz-POPs you are entitled to receive within twelve (12) months of the Expiration Date. See “The Offer—Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided.”

What are the U.S. federal income tax consequences if I exercise my Warrants?

We recommend that you consult with your own tax advisor with regard to the possibility of any federal, state, local or other tax consequences of the Offer. See “The Offer—Section 9. Material U.S. Federal Income Tax Consequences.”

Whom do I contact if I have questions about the Offer?

For additional information or assistance, you may contact the Placement Agent. Requests for additional copies of the Offer to Exercise and Exchange, the Letter, and the other Offer documents may be directed to the Placement Agent.

RISK FACTORS

You should carefully consider the following risk factors in addition to the other information included in this Offer to Exercise and Exchange before you decide whether to exercise your Warrants in the Offer. We caution you not to place undue reliance on the forward-looking statements contained in this Offer to Exercise and Exchange, which speak only as of the date of this Offer to Exercise and Exchange. Risk factors related to our business, results of operations and financial condition can be found in our Annual Report on Form 10-K, filed with the SEC on September 18, 2018.

If you choose to participate in the Offer, you will be required to exercise your Warrants for common stock and will be subject to all the risks associated with being a stockholder of the Company.

If you choose to participate in the Offer, you will be required to exercise your Warrants prior to the Expiration Date. As a result, you will be subject to all the risks and uncertainties of a holder of the Company’s common stock. In addition, you will be giving up the time value attributable to your Warrant by exercising the Warrant prior to the original 5-year expiration date.

Our Board of Directors makes no recommendation with regard to whether you should accept the Offer.

Although our board of directors (the “Board”) has approved the Offer, it makes no recommendation as to whether holders of the Warrants should accept the Offer. We have not retained and do not intend to retain any unaffiliated representative to act solely on behalf of the holders of the Warrants for purposes of negotiating the terms of the Offer. We cannot assure you that the value of the shares issued upon exercise of the Warrants will in the future equal or exceed the exercise price per share of the Warrants. We do not take a position as to whether you ought to participate in the Offer

The shares of common stock issuable upon exercise of the Warrants are “restricted securities”.

The shares of Common Stock issuable upon exercise of the Warrants are “restricted securities” and may not be sold by the holder absent a registration statement covering the resale of the shares or an exemption from the registration requirement. Absent the filing of a registration statement registering the shares issuable upon exercise of the Warrants, the holder (including any transferees or acquirers) will be required to qualify for an exemption from the registration requirements, which may require a holding period of at least six months.

Income tax consequences of participation in the Offer.

We have not obtained and do not intend to obtain a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of exercising the Warrants. You should consult with your own tax advisor with regard to the possibility of any federal, state, local or other tax consequences of the Offer.

We will have substantial discretion over the use of proceeds we receive from the exercise of the Warrants.

Our management will retain broad discretion over the use of proceeds from the Offer. The amounts and timing of the expenditures may vary significantly depending on numerous factors. The occurrence of certain unforeseen events or changed business conditions, however, could result in the application of the proceeds resulting from the exercise of the Warrants in a manner other than as described in this Offer to Exercise and Exchange.

THE OFFER

Section 1. Number of Warrants; Shares of Common Stock to be Issued and Services to be Provided.

Number of Warrants

M2M, between March 2018 and July 2018, issued warrants to purchase 1,372,252 common equity units of M2M to investors in M2M’s Partners Program and Reservation Program. Pursuant to these programs, individuals and entities paid us to apply for and obtain FCC License Authorizations on their behalf, and then lease those FCC License Authorizations back to M2M for use in its network. M2M’s clients in these programs are paid rent by M2M in an amount equal to their percentage share (calculated as their total leased MHz-POPs divided by the total MHz-POPs being leased by M2M with regard to all clients) of a lease payment pool consisting of ten percent (10%) of M2M’s recurring IoT service revenues. Upon the closing of the Merger on September 5, 2018, and after adjusting for M2M’s interim recapitalizations prior to the Merger, these M2M warrants were automatically exchanged for 18,281,494 shares of the Company’s common stock (referred to herein as the Warrants).

The Offer is not conditioned on any minimum number of Warrants being exercised. To participate in the Offer, however, you must exercise all of the Warrants you hold. 

The Offering Materials will be mailed to record holders of the Warrants. The Offer will expire at 5:00 p.m., Eastern Standard Time on the Expiration Date. Only Warrants validly exercised and not properly withdrawn will be exchanged pursuant to the Offer. All Warrants exercised and not exchanged pursuant to the Offer will be returned to the tendering Warrant holders at our expense promptly following the Expiration Date. See “The Offer—Section 12. Extension of the Offer; Termination; Amendment.”

Shares of Common Stock to be Issued and Services to be Provided

Upon the terms and subject to certain conditions of the Offer, we will, upon the holders of up to 18,281,494 Warrants exercising such Warrants for the cash exercise price of $0.3753 per share, exchange the exercised Warrants for the following: (i) the Company will issue up to 21,937,793 shares of common stock (the holders will receive up to an extra 3,656,299 shares (a 20% bonus) as part of the Offer in addition to the up to 18,281,494 shares of common stock to which they are entitled pursuant to the warrant exercise); and (ii) the Company will provide services to the holders such that the holders will receive, within twelve (12) months of the Expiration Date, at least 1.1373 MHz-POPs in FCC License Authorizations for each Warrant exercised. Each Warrant holder will receive a MHz-POPs credit calculated as if the exercise payment was buying MHz-POPs at $0.33/MHz-POP. This formula also equates to 1.13731 MHz-POPs per warrant share exercised. Each Warrant holder may choose a market from the list attached to the Letter which has MHz-Pops that are less than or equal to 105% of the MHz-POPs credit. If the MHz-POPs desired are more than 105% of the MHz-POPs credit, the additional MHz-POPs may be purchased at $0.33/MHz-POP. The MHz-POPs credit and additional MHz-POPs price may only be applied to the list of markets attached to the Letter.

By way of example only, if you have a Warrant for 100,000 shares of common stock, you will pay $37,531 to us to exercise the Warrant and you will receive: (i) 20,000 additional shares of common stock (for a total of 120,000 shares); and (ii) services such that you will receive, within twelve (12) months of the Expiration Date, 113,731 MHz-POPs.

As with the Partners Program and Reservation Program that the Warrant holders participated in between March 2018 and July 2018, each Warrant holder who fully exercises and exchanges their Warrant will receive services from us. These services will include us applying for and obtaining FCC License Authorizations (denominated in MHz-POPs) on their behalf, and then leasing those License Authorizations back to us for use in our network. The Warrant holders will be paid rent by us in an amount equal to their percentage share (calculated as their total leased MHz-POPs divided by the total MHz-POPs being leased by us with regard to all clients) of a lease payment pool consisting of ten percent (10%) of our recurring IoT service revenues.

Section 2. Purposes of the Offer; Certain Effects of the Offer.

Iota, the Board, and the Placement Agent and their respective affiliates are not making any recommendation to you as to whether you should exercise your Warrants or refrain from exercising your Warrants pursuant to the Offer. You must make your own decision as to whether to exercise your Warrants. In doing so, you should read carefully the information in this Offer to Exercise and Exchange and the related Letter. You should discuss whether to exercise your Warrants with your own broker or other financial advisor, if any.

Purposes of the Offer

We believe that the newly formed Iota is performing well, and in the transition, we believe we have discovered even more synergies to capitalize upon for near-term growth. Specifically, we have new and better combined IoT solutions to bring to our newly renamed Commercial Solutions Group, which combines our activities in the Energy & Facilities Management, GeoLocation/GeoMarketing, and Industrial Monitoring & Control segments. We also believe we now have a robust prospect list of near-term potential customers and we would like to build up additional capital resources now to help us accelerate our growth. In addition, it is our intention to apply to list our common stock on a national securities exchange shortly, and we believe that simplifying our capitalization and increasing our stockholders’ equity in the near term will enhance that application.

The purpose of the Offer is thus to encourage the exercise of the Warrants and provide funding to support the Company’s operations, to streamline and simplify the Company’s capital structure, and to improve our listing application. The early exercise of the Warrants could result in proceeds to the Company of more than $6.0 million which we believe will accelerate our growth by prudent expansion of our marketing, sales, and distribution capabilities.

Certain Effects of the Offer

If all of the Warrant holders exercise their Warrants, we will receive gross proceeds of approximately $6.8 million. We expect to pay approximately $775,000 in expenses for net proceeds to us of approximately $6.1 million. See “The Offer—Section 13. Fees and Expenses.” We believe these net proceeds can accelerate our growth by prudent expansion of our marketing, sales, and distribution capabilities.

The expenses of the Offer will be funded by us from our existing working capital.

The Warrants exercised and exchanged pursuant to the Offer will be cancelled.

Warrant holders who choose not to exercise their Warrants pursuant to the Offer will retain their Warrants on the same terms and conditions that currently apply.

Other Plans

Any holder of Warrants who elects to exercise and exchange their Warrants will acquire shares of common stock of the Company as a result of such exercise. As of December 7, 2018, the Company had 196,829,076 shares of common stock outstanding. The Warrants are exercisable for an aggregate of 21,937,793 shares of common stock. Assuming all Warrants are exercised, the Company’s outstanding shares of common stock would increase to 218,766,869 with the shares issued upon exercise of the Warrants representing 10.03% of the then outstanding shares of common stock. Except as disclosed in this paragraph or as otherwise disclosed in this Offer to Exercise and Exchange, including in “The Offer—Section 10. Information Concerning Iota,” we currently have no plans, proposals or negotiations underway that relate to or would result in:

Notwithstanding the foregoing, we reserve the right to change our plans and intentions at any time, as we deem appropriate.

Section 3. Procedures for Exercising Warrants.

To participate in the Offer and exercise your Warrants and receive the number of shares of Company common stock issuable therefor plus an extra twenty percent (20%) of shares of Company common stock, you must deliver to the Company before the Expiration Date the Acceptance and Exercise Documents. Each of these items (other than the cash exercise price) must be properly delivered, before the Expiration Date to: Iota Communications, Inc., 540 Union Square, New Hope, PA 18938, Attention: Barclay Knapp, CEO. The cash may be tendered in the form of a check payable to Iota Communications, Inc., or by wire transfer to the bank account set forth in the Election to Participate and Exercise Warrant. If you properly tender (and do not validly withdraw) your Warrants and the other Acceptance and Exercise Documents on or prior to 5:00 p.m., Eastern Standard Time on the Expiration Date (or such later date and time if we extend the Offer to), promptly following the Expiration Date, we intend to notify our transfer agent of our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents and promptly issue and deliver to you the number of shares of Company common stock issuable under the Warrant plus an extra twenty percent (20%) of shares of Company common stock. In addition, promptly following the Expiration Date, we intend to send you a letter detailing how many MHz-POPs you are entitled to receive within twelve (12) months of the Expiration Date.

Method of Delivery

The method of delivery of all documents, including the Warrant certificates is at the sole election and risk of the exercising holder. Warrants will be deemed delivered only when actually received by the Company. If delivery is by mail, we recommend registered mail or overnight service with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery.

Return of Unaccepted Warrants

If any exercised Warrants are not accepted, such Warrants will be returned promptly after the expiration or termination of the Offer, without expense to the Warrant holder.

Exercising Warrant Holders’ Representations and Warranties; Exercise Constitutes an Agreement

An exercise of Warrants made pursuant to any method of delivery set forth herein will also constitute a representation and warranty to us that the exercising Warrant holder has full power and authority to exercise, sell, assign and transfer the Warrants exercised, and the same will not be subject to any adverse claim or right. Any such exercising Warrant holder will, on request by the Placement Agent or us, execute and deliver any additional documents deemed by the Placement Agent or us to be necessary or desirable to complete the exercise of the Warrants tendered, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred by delivery of the Letter shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the exercising Warrant holder and shall not be affected by, and shall survive, the death or incapacity of such exercising Warrant holder.

An exercise of Warrants made pursuant to any method of delivery set forth herein will also constitute an acknowledgement by the exercising Warrant holder that: (i) the Offer is discretionary and may be extended, modified, suspended or terminated by us as provided herein; (ii) such Warrant holder is voluntarily participating in the Offer; (iii) such Warrant holder has received this Offer to Exercise and Exchange; (iv) such Warrant holder is not relying on the Company or the Placement Agent for tax or financial advice with regard to how the Offer will impact the exercising Warrant holder’s specific situation; (v) any foreign exchange obligations triggered by such Warrant holder’s exercise of Warrants or receipt of proceeds are solely his, her or its responsibility; and (vi) regardless of any action that we take with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Warrants, such Warrant holder acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, a tender of Warrants shall authorize us to withhold all applicable Tax Items potentially payable by an exercising Warrant holder. Our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents pursuant to the Offer for issuance of shares and exchange of services will constitute a binding agreement between the exercising Warrant holder and us upon the terms and subject to certain conditions of the Offer.

Determination of Validity; Rejection of Warrants; Waiver of Defects; No Obligation to Give Notice of Defects

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for issuance of shares and exchange of services of the Warrants exercised will be determined by us, in our sole discretion, and our determination will be final and binding on all parties, except as finally determined in a subsequent judicial proceeding in a court of competent jurisdiction if our determinations are challenged by Warrant holders. We reserve the absolute right to reject any or all exercises we determine not to be in proper form or the acceptance for issuance of shares and exchange of services which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any conditions of the Offer with respect to all exercised Warrants or waive any defect or irregularity in any exercise with respect to any particular Warrants or any particular Warrant holder whether or not we waive similar defects or irregularities in the case of other Warrant holders. No exercise of Warrants will be deemed to have been validly made until all defects or irregularities have been cured or waived. We will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any exercise of Warrants. None of the Company, the Placement Agent, or any other person will be obligated to give notification of defects or irregularities in exercises or incur any liability for failure to give notification. Our interpretation of the terms of and conditions to the Offer, including the Letter and the instructions thereto, will be final and binding on all parties, subject to a Warrant holder’s right to challenge our determination in a court of competent jurisdiction. By exercising Warrants, you agree to accept all decisions we make concerning these matters and waive any rights you might otherwise have to challenge those decisions.

Section 4. Withdrawal Rights.

You may withdraw Warrants that you have previously exercised pursuant to the Offer at any time prior to the Expiration Date. Except as this “Section 4. Withdrawal Rights” otherwise provides, exercises of Warrants are irrevocable.

If you change your mind and do not want to participate in the Offer, you may submit a Notice of Withdrawal to the Company at any time prior to the Expiration Date. The Notice of Withdrawal must be properly completed and must be returned to the Company on or prior to the Expiration Date. However, you may change your mind and submit a Notice of Withdrawal to us if your Acceptance and Exercise Documents have not been accepted by us prior to the Expiration Date. In addition, if we have not accepted your Acceptance and Exercise Documents by February 7, 2019, which is the fortieth business day from the Offer Date, you may change your mind and submit a Notice of Withdrawal to us after February 7, 2019. If you properly withdraw in a timely manner as set forth above, we will promptly: (i) cancel your signed copy of the Election to Participate and Exercise Warrant, (ii) return the original copy of your Warrant (which will remain unmodified and in full force and effect), and (iii) provide you with a check equal to the amount of cash you paid to exercise the Warrant.

Withdrawals of exercises of Warrants may not be rescinded, and any Warrants properly withdrawn will thereafter be deemed not validly exercised for purposes of the Offer. Withdrawn Warrants may be exercised again at any time prior to the Expiration Date by again following one of the procedures described in “The Offer—Section 3. Procedures for Exercising Warrants.”

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Notice of Withdrawal will be determined by the Company in its discretion, which determination shall be final and binding on all parties. The Company reserves the right to reject any or all Notices of Withdrawal that the Company determines not to be in proper form or the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any of the conditions of the Offer to Exercise and Exchange and any defect or irregularity in the Notice of Withdrawal, and the Company’s interpretation of the terms of the Offer to Exercise and Exchange (including these instructions) will be final and binding on all parties. No Notice of Withdrawal will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with any Notice of Withdrawal must be cured within such time as the Company shall determine. None of the Company, the Placement Agent, or any other person will be obligated to give notification of defects or irregularities in exercises or incur any liability for failure to give notification.

Section 5. Conditions of the Offer.

Notwithstanding any other provision of the Offer, we will not accept your payment of the exercise price and your other Acceptance and Exercise Documents pursuant to the Offer for issuance of shares and exchange of services and may terminate or amend the Offer or may postpone the acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents pursuant to the Offer for issuance of shares and exchange of services subject to the rules under the Exchange Act, if at any time on or after the commencement of the Offer and before the Expiration Date, there has been instituted or is pending any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that (i) directly or indirectly challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer or (ii) in our reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any action or omission to act by us), makes it inadvisable to proceed with the Offer.

The conditions referred to above are for our sole benefit with respect to the Offer and may be asserted by us regardless of the circumstances (other than any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our discretion until the Offer shall have expired or been terminated. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time until the Offer shall have expired or been terminated. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties.

Section 6. Price Range of Common Stock.

No trading market exists for the Warrants.

Our common stock has been traded on the OTCQB marketplace under the symbol “IOTC” since November 28, 2018. From May 24, 2018 through November 27, 2018, our common stock was traded on the OTCQB marketplace under the symbol “SBRT.” Prior to May 24, 2018, our common stock was traded on the OTC Pink marketplace. The following table sets forth the range of high and low bid prices for our common stock for each of the periods indicated as reported by such marketplaces. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. On December 10, 2018, the closing price of our common stock as reported on the OTCQB marketplace was $0.55 per share. 

Section 7. Source and Amount of Funds or Other Consideration.

Because this transaction is solely an offer to holders to exercise their outstanding Warrants, there are no funds being paid to participants. The Company will use its existing working capital to pay for the services related to obtaining MHz-POPs for the Warrant holders who participate. The Company will use its existing working capital to pay for the fees and expenses associated with this Offer, including the fees to be paid to GP Nurmenkari Inc., the Placement Agent. There are no material conditions to the financing discussed in this paragraph.

Section 8. Interests of Directors and Executive Officers.

Our directors and executive officers are as set forth in “The Offer—Section 10. Information Concerning Iota.” Our directors and executive officers do not own any of the Warrants.

Recent Transactions in the Warrants

There have not been any transactions in the Warrants in the past 60 days.

Section 9. Material U.S. Federal Income Tax Consequences

The following is a summary of the material U.S. federal income tax consequences that we believe will be applicable to Warrant holders who participate in the Offer to Exercise and Exchange. However, we have not requested a ruling from the IRS or any opinion of counsel with regard to the treatment of warrant holders participating in the exchange and there can be no assurance, as discussed below, that the IRS will not take a position inconsistent with our expectations.

This discussion does not address all aspects of federal income taxation that may be relevant to you in light of your particular circumstances, or to those Warrant holders who are subject to special rules, such as financial institutions and mutual funds; banks; insurance companies; investment companies; retirement plans; tax-exempt organizations; dealers or traders in securities; any person that holds their Warrants as part of a straddle or hedge arrangement; partnerships or other pass-through entities; persons who are not citizens or residents of the United States or who are foreign corporations, foreign partnerships or foreign estates or trusts for U.S. federal income tax purposes or whose functional currency is not the U.S. dollar; or persons who are subject to the alternative minimum tax provisions of the Internal Revenue Code (the “Code”).

This discussion assumes that Warrant holders hold the Warrants as capital assets. In addition, the following discussion does not address the tax consequences of the participation in the Offer to Exercise and Exchange under foreign, state or local tax laws. You are urged to consult your tax advisors as to the U.S. federal income tax consequences of participating in the Offer to Exercise and Exchange and related reporting obligations, as well as the effects of state, local and non-U.S. tax laws and U.S. tax laws other than income tax laws.

Tax treatment of Warrant holders participating in the Offer to Exercise and Exchange.

Although not free from doubt, the Company intends to take the position that (i) a Warrant holder’s tax basis in the shares of our common stock received upon exercise of the Warrants would be equal to the U.S. holder’s tax basis in the Warrants plus the amount of any cash paid to exercise the Warrants, and (ii) the holding period of the common stock would begin on the day after the exercise of the Warrants.

Because of the lack of authority dealing with transactions similar to the Offer, the U.S. federal income tax consequences of the Offer are unclear, and alternative characterizations are possible that could require you to recognize gain or loss or may impact your holding period. The Internal Revenue Service has not made a determination, nor has the Company received any opinion of counsel, on the U.S. federal income tax consequences of the Offer or of a holder’s participation in the Offer. Therefore, we urge you to consult your tax advisor regarding the potential tax consequences of the Offer to you in your particular circumstances, including the consequences of possible alternative characterizations.

Distributions on Common Stock Received upon Exercise of Warrants

After you exercise the Warrant, any distributions you receive in respect of our common stock generally will be treated as a dividend, subject to tax as ordinary income, to the extent payable out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), then as a tax-free return of capital to the extent of your tax basis in the shares of our common stock, and thereafter as gain from the sale or exchange of the stock. Dividends received by a non-corporate holder currently qualify for taxation at a reduced 20% or 15% rate if the holder meets certain holding period and other applicable requirements. Dividends received by a corporate holder will be eligible for the dividends-received deduction if the holder meets certain holding period and other applicable requirements.

Sale or Other Taxable Disposition of Common Stock

You will generally recognize gain or loss upon the sale, exchange or other taxable disposition of shares of our common stock equal to the difference between (1) the amount of cash and the fair market value of any property received and (2) your adjusted tax basis in the shares of our common stock. Any gain or loss you recognize generally will be treated as a capital gain or loss. The capital gain or loss will be long-term if your holding period in the common stock is more than one year at the time of sale, exchange or other taxable disposition and will be short-term if your holding period is one year or less. Long-term capital gains of individuals and other non-corporate taxpayers are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Medicare Tax

Certain holders that are individuals, estates or trusts will be subject to a 3.8% Medicare tax on, among other things, dividends on and capital gains from the sale or other disposition of stock, subject to certain exceptions. You are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains arising from ownership and disposition of our common stock.

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to certain holders with respect to dividends paid on, or, under certain circumstances, the proceeds of a sale, exchange or other disposition of, common stock. Under the Code and applicable Treasury Regulations, a holder of common stock may be subject to backup withholding with respect to dividends paid on common stock, or the proceeds of a sale, exchange or disposition of common stock, unless such holder (a) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact in the manner required, or (b) within a reasonable period of time, provides a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a credit against a holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. You should consult their tax advisors regarding the application of information reporting and backup withholding rules in their particular situations, the availability of an exemption therefrom, and the procedure for obtaining such an exemption, if applicable.

THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER TO HOLDERS OF OUR WARRANTS. EACH HOLDER OF WARRANTS IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

Section 10. Information Concerning Iota

Directors and Executive Officers

Set forth below are the present directors and executive officers of the Company.

 Our directors are elected for a term of one year and serve such director's successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.

Barclay Knapp – Chief Executive Officer

Barclay Knapp has been a successful telecommunications industry executive for over 35 years and in 1998 was named “Telecommunications Executive of the Year” by The Financial Times. Mr. Knapp co-founded M2M Spectrum Networks and has been its CEO since September 2013. Mr. Knapp also recently served as the Chairman and Chief Executive Officer of ProCapital Group, LLC (and its predecessors), a management advisory group, from April 2004 through May 2015, and as a board member and interim Chief Executive Officer of Preferred Communications Systems, Inc. from January 2013 to January 2015. In April 1993, Mr. Knapp co-founded and was first President & COO, then CEO of NTL, Inc. (now Virgin Media Inc.). Prior to that, from June 1983 through April 1993, Mr. Knapp was a co-founder and CFO, then President and COO, of startup Cellular Communications, Inc. (CCI/Cellular One), which became the first cellular company in the U.S. to go public in 1986. Mr. Knapp earned a BA in Mathematics from The Johns Hopkins University in 1979, and an MBA from Harvard Business School in 1983. Mr. Knapp is currently a Fellow in Economics at The Johns Hopkins University, an appointment he has held since 2004.

There are no arrangements or understandings between Mr. Knapp and any other person pursuant to which he was appointed as an officer and director of the Company. In addition, there are no family relationships between Mr. Knapp and any of the Company’s other officers or directors. Further, except as otherwise disclosed in this Report, there are no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Knapp had, or will have, a direct or indirect material interest.

Mr. Knapp was appointed to the Board because of his wealth of experience and demonstrated successes in developing, nurturing, and leading pioneering, high-growth telecommunications enterprises over the last 35 years.

Terrence DeFranco –President and Chief Financial Officer

Upon the consummation of the Merger on September 5, 2018, Mr. DeFranco was appointed President and Chief Financial Officer, Secretary and Treasurer. Mr. DeFranco served as President and Chief Executive Officer from January 2, 2013 until the consummation of the Merger and has served as a director since 2013. Since 2013, Mr. DeFranco has been the managing member of Gary Lee Company, LLC, a corporate consulting firm focused on providing strategic advisory services to boards of directors of public companies. Previously, from 2004 to 2012, Mr. DeFranco was chief executive officer and founder of Edentify, Inc., an identity management software company.  Prior thereto, Mr. DeFranco was chairman and chief executive officer of Titan International Partners, a merchant banking and research firm focused on providing corporate and strategic advisory services and equity and debt financing to small-cap and middle market companies. Mr. DeFranco’s background is primarily in the area of corporate finance, previously serving as head of investment banking for Baird, Patrick & Co., Inc., a 50-year old NYSE-member firm and head of investment banking and founding partner of Burlington Securities Corp., a New York based investment banking and institutional equity trading firm. Mr. DeFranco began his career on Wall Street in 1991 with UBS. Mr. DeFranco has been an active principal investor, senior manager and advisor to many early-stage companies and has extensive experience in dealing with issues related to the management and operations of small public companies. Mr. DeFranco is a graduate of the University of North Carolina at Chapel Hill with a BA in Economics. Mr. DeFranco’s significant experience relating to operational management and the public markets and his years of involvement with our company, makes him suitable to serve as a director of our company.

The address of each director and executive officer is c/o Iota Communications, Inc., 540 Union Square, New Hope, PA 18938.

During the last five years, none of our directors or executive officers has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Each executive officer and director is a citizen of the United States.

Section 11. Certain Legal Matters; Regulatory Approvals.

We are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents pursuant to the Offer for issuance of shares and exchange of services or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents pursuant to the Offer for issuance of shares and exchange of services. Should any approval or other action be required, we are unable to predict whether we will delay the acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents pursuant to the Offer for issuance of shares and exchange of services pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition.

Section 12. Extension of the Offer; Termination; Amendment.

Extension of the Offer

We expressly reserve the right, for any reason, at any time and from time to time prior to the Expiration Date, and regardless of whether any of the events set forth in “The Offer—Section 5. Conditions of the Offer” shall have occurred or are deemed by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents pursuant to the Offer for issuance of shares and exchange of services. We will effect any such extension by giving written notice thereof to the holders of the Warrants and making a public announcement of the extension.

Termination

We also expressly reserve the right, in our sole discretion, to terminate the Offer and reject any Warrants not theretofore accepted or, subject to applicable law, to postpone issuance of shares and exchange of services upon the occurrence of any of the conditions specified in “The Offer—Section 5. Conditions of the Offer” by giving oral or written notice thereof to the holders of the Warrants and making a public announcement of the termination or postponement. Our reservation of the right to delay issuance of shares and exchange of services for Warrants which we have accepted is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the Warrants tendered promptly after termination or withdrawal of a tender offer.

Amendment

Subject to compliance with applicable law (including Rule 13e-4 under the Exchange Act), we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in “The Offer—Section 5. Conditions of the Offer” have occurred or are deemed by us to have occurred, to amend any of the terms of the Offer prior to the Expiration Date for any reason. Amendments to the Offer may be made at any time and from time to time by public announcement. In the case of an extension of the Offer, such amendment must be announced no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to Warrant holders in a manner reasonably designed to inform Warrant holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law or regulation (including Rule 13e-4 under the Exchange Act), we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through PR Newswire, Business Wire or another comparable service.

If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(l) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information; however, in no event will the Offer remain open for fewer than five business days following such a material change in the terms of, or information concerning, the Offer. If (i) we make any change to increase or decrease the consideration to be paid for Warrants, and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given to Warrant holders in the manner specified in this “Section 12. Extension of the Offer; Termination; Amendment”, the Offer will be extended until the expiration of such period for ten business days.

Section 13. Fees and Expenses.

We have retained GP Nurmenkari Inc. to act as Placement Agent in connection with the Offer. The Placement Agent, in accordance with the terms of the Placement Agency Agreement, shall use reasonable commercial efforts to contact holders of the Warrants by mail, telephone, facsimile, or other electronic means and solicit their participation in the Offer to Exercise and Exchange. GP Nurmenkari Inc. will receive (a) a cash fee equal to ten percent (10%) of the cash exercise prices paid by holders of the Warrants who participate in the Offer to Exercise and Exchange and (b) shares, in the form of five year warrants with an exercise price of $0.01, of the Company’s common stock equal to ten percent (10%) of the amount of shares Warrant holders exercise (not including the twenty percent (20%) bonus shares). In addition, the Company has agreed to reimburse GP Nurmenkari Inc. for up to $50,000 in reasonable attorney’s fees and reasonable out-of-pocket expenses. The Company has agreed to indemnify GP Nurmenkari Inc. against certain liabilities in connection with the Offer to Exercise and Exchange, including certain liabilities under the federal securities laws. GP Nurmenkari Inc. or its affiliates or employees hold Warrants and may participate in the Offer to Exercise and Exchange on the same terms and conditions as the other holders of the Warrants.

Section 14. Miscellaneous.

We are not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Warrants, we will make a good faith effort to comply with that statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, we cannot comply with any such statute, the Offer will not be made to holders of Warrants in any jurisdiction in which the making of the Offer would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of us by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by us.

No person has been authorized to give any information or to make any representation on behalf of us not contained herein or in the Letter to Holders of Warrants, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person shall be deemed to be the agent of the Company or the Placement Agent for the purpose of the Offer.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the filing requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Iota’s SEC filings over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC public reference room located at 100 F Street, N.E., Room 1580 Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

If you would like additional copies of this Offer to Exercise and Exchange or if you have questions about the Offer, you should contact us by telephone or in writing:

Iota Communications, Inc.

540 Union Square

New Hope, PA 18938

Phone: (855) 743-6478

Questions or requests for assistance may be addressed to the Placement Agent at their respective telephone numbers and addresses set forth below. Requests for additional copies of the Offer to Exercise and Exchange, the Letter to Holders of Warrants and the other Offer documents may be directed to the Placement Agent at its address and telephone number set forth below. Warrant holders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Placement Agent for the Offer is:

GP Nurmenkari Inc.

22 Elizabeth Street

Norwalk, CT 06854

Phone: (212) 447-5550

Attn: Robert Fitzpatrick, COO

We have filed, pursuant to Rule 13e-4(c)(2), an Issuer Tender Offer Statement on Schedule TO as may be amended from time to time (the “Schedule TO”) with the SEC that includes additional information relating to the Offer. You may request a copy of the Schedule TO and related exhibits, at no cost, by writing or calling the Placement Agent for the Offer.

16

Exhibit (a)(1)(B)

LETTER TO HOLDERS OF WARRANTS

December __, 2018

Dear [Warrant Holder],

Enclosed with this letter is the original of your Common Stock Purchase Warrant to purchase common stock of Iota Communications, Inc. (“Iota”) with an exercise price of $0.3753 (the “September 2018 Warrants”) issued by us in September 2018 in exchange for warrants to purchase common equity units of our subsidiary M2M Spectrum Networks, LLC (“M2M”) issued between March 2018 and July 2018 to investors in M2M’s Partners Program and Reservation Program.

This letter is to inform you that Iota is offering holders of our September 2018 Warrants the opportunity to exercise the September 2018 Warrants (the “Offer”), upon the terms set forth in the enclosed “Offer to Exercise and Exchange Warrants to Purchase Common Stock of Iota Communications, Inc.” dated as of December 11, 2018 (the “Offer to Exercise and Exchange”).

The Offer is not conditioned on any minimum number of September 2018 Warrants being exercised. To participate in the Offer, however, you must exercise all of the September 2018 Warrants you hold.

We are pleased to report that we believe the newly formed Iota is performing well, and in the transition, we believe have discovered even more synergies to capitalize upon for near-term growth. Specifically, we have new and better combined IoT solutions to bring to our newly renamed Commercial Solutions Group, which combines our activities in the Energy & Facilities Management, GeoLocation/GeoMarketing, and Industrial Monitoring & Control segments. We also believe we now have a robust prospect list of near-term potential customers and we would like to build up additional capital resources now to help us accelerate our growth.

In addition, it is our intention to apply to list our common stock on a national securities exchange shortly, and we believe that simplifying our capitalization and increasing our stockholders’ equity in the near term will enhance that application.

We would thus like to encourage all holders of our September 2018 Warrants to fully exercise such warrants now, thereby simplifying our capitalization, improving our listing application, and bringing in potentially in excess of $6.0 million with we believe will accelerate our growth by prudent expansion of our marketing, sales, and distribution capabilities.

Upon the terms and subject to certain conditions of the Offer, we will, upon the exercise of the September 2018 Warrants, issue you twenty percent (20%) more shares of stock from Iota at no additional cost, making the effective warrant exercise price $0.3128 per share instead of $0.3753 per share. We will also provide services to you such that you will receive, within twelve (12) months of January 9, 2019 (the “Expiration Date”), at least 1.1373 MHz-POPs in FCC License Authorizations for each Warrant exercised.

As with the Partners Program and Reservation Program, each Warrant holder who fully exercises and exchanges their Warrant will receive services from us. These services will include us applying for and obtaining FCC License Authorizations (denominated in MHz-POPs) on their behalf, and then leasing those FCC License Authorizations back to us for use in our network. The Warrant holders will be paid rent by us in an amount equal to their percentage share (calculated as their total leased MHz-POPs divided by the total MHz-POPs being leased by us with regard to all clients) of a lease payment pool consisting of ten percent (10%) of our recurring IoT service revenues.

Each Warrant holder will receive a MHz-POPs credit calculated as if the exercise payment was buying MHz-POPs at $0.33/MHz-POP. This formula also equates to 1.13731 MHz-POPs per warrant share exercised. Each Warrant holder may choose from the attached list a market which has MHz-Pops that are less than or equal to 105% of the MHz-POPs credit. If the MHz-POPs desired are more than 105% of the MHz-POPs credit, the additional MHz-POPs may be purchased at $0.33/MHz-POP. The MHz-POPs credit and additional MHz-POPs price may only be applied to the list of markets attached to this letter.

By way of example only, if you have a September 2018 Warrant for 100,000 shares of common stock, you will pay $37,531 to us to exercise the September 2018 Warrant and you will receive: (i) 20,000 additional shares of common stock (for a total of 120,000 shares); and (ii) services such that you will receive, within twelve (12) months of the Expiration Date, at least 1.1373 MHz-POPs in FCC License Authorizations.

The Offer to Exercise and Exchange together with this letter, Election to Participate and Exercise Warrant, and Notice of Withdrawal constitute the “Offering Materials.” These Offering Materials provide information regarding the Offer and instructions as to how you can exercise your September 2018 Warrants. An election to participate in the Offer will result in your exercise of your September 2018 Warrants. You should read all of the materials carefully before you decide whether to participate in the Offer and exercise your September 2018 Warrants and receive the number of shares of Company common stock issuable therefor plus an extra twenty percent (20%) of shares of Company common stock.

To participate in the Offer and exercise your September 2018 Warrants and receive the number of shares of Company common stock issuable therefor plus an extra twenty percent (20%) of shares of Company common stock, you must deliver to the Company before the Expiration Date all of the following: (i) a signed copy of the Election to Participate and Exercise Warrant, (ii) the original copy of your September 2018 Warrant for cancellation, and (iii) cash in the amount equal to the exercise price multiplied by the number of shares of common stock you elect to purchase (collectively, the “Acceptance and Exercise Documents”). Each of these items (other than the cash exercise price) must be properly delivered, before the Expiration Date to: Iota Communications, Inc., 540 Union Square, New Hope, PA 18938, Attention: Barclay Knapp, CEO. The cash may be tendered in the form of a check payable to Iota Communications, Inc., or by wire transfer to the bank account set forth in the Election to Participate and Exercise Warrant. If you properly tender (and do not validly withdraw) your September 2018 Warrants and the other Acceptance and Exercise Documents on or prior to 5:00 p.m., Eastern Standard Time on the Expiration Date (or such later date and time if we extend the Offer to), promptly following the Expiration Date, we intend to notify our transfer agent of our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents and promptly issue and deliver to you the number of shares of Company common stock issuable under the September 2018 Warrant plus an extra twenty percent (20%) of shares of Company common stock. See “The Offer—Section 3. Procedures for Exercising Warrants” in the Offer to Exercise and Exchange. In addition, promptly following the Expiration Date, we intend to send you a letter detailing how many MHz-POPs you are entitled to receive within twelve (12) months of the Expiration Date.

If you change your mind and do not want to participate in the Offer, you may submit a Notice of Withdrawal to the Company at any time prior to the Expiration Date. The Notice of Withdrawal must be properly completed and must be returned to the Company on or prior to the Expiration Date. However, you may change your mind and submit a Notice of Withdrawal to us if your Acceptance and Exercise Documents have not been accepted by us prior to the Expiration Date. In addition, if we have not accepted your Acceptance and Exercise Documents by February 7, 2019 which is the fortieth business day from the Offer Date, you may change your mind and submit a Notice of Withdrawal to us after February 7, 2019. If you properly withdraw in a timely manner as set forth above, we will promptly: (i) cancel your signed copy of the Election to Participate and Exercise Warrant, (ii) return the original copy of your September 2018 Warrant (which will remain unmodified and in full force and effect), and (iii) provide you with a check equal to the amount of cash you paid to exercise the September 2018 Warrant.

Sincerely,

Barclay Knapp

CEO

Exhibit (a)(1)(C)

ELECTION TO PARTICIPATE AND EXERCISE WARRANT

PURSUANT TO

OFFER TO EXERCISE AND EXCHANGE WARRANTS TO PURCHASE COMMON STOCK

OF IOTA COMMUNICATIONS, INC.

DATED DECEMBER 11, 2018

Pursuant to the terms and subject to the conditions of the Offer to Exercise and Exchange Warrants to Purchase Common Stock of Iota Communications, Inc. (the “Company”) dated December 11, 2018, as may be amended or supplemented from time to time (the “Offer”), I hereby agree and elect to exercise all of my Warrants (as defined in the Offer) at the exercise price of $0.3753 per share in cash on the terms and conditions set forth in the Offer, as set forth in Table 1 below (such number of shares shall be defined as the “Exercised Shares”). Capitalized terms not otherwise defined in this Election to Participate and Exercise Warrant shall have the meanings ascribed to them in the Offer.

TABLE 1

NUMBER OF WARRANTS TO BE EXERCISED

EXERCISE PRICE AND STOCK CERTIFICATES

The undersigned hereby irrevocably elects to exercise his, her or its Warrants and to purchase the number of Exercised Shares of Iota Communications, Inc. common stock issuable upon exercise of the Warrants listed in Table 1 above. The undersigned hereby irrevocably delivers:

$ ________ (in cash, which is the product of $0.3753 multiplied by the number of Exercised Shares as set forth in Table 1 above).

The undersigned requests that certificates for such Exercised Shares be issued in the name of:

(Please print name, address and social security or federal employer

identification number (if applicable))

ACKNOWLEDGMENTS AND REPRESENTATIONS AND WARRANTIES

I understand and acknowledge that:

(1) To accept the Offer I must comply with the “Instructions for Delivery” as set forth in the Offer.

(2) If I elect to participate, I understand that I am exercising my Warrants.

(3) If I elect not to participate, my Warrants will remain unmodified and will expire in accordance with their terms.

(4) If I choose to execute and deliver this Election to Participate and Exercise Warrant along with the aggregate exercise price applicable with respect to my Warrants to the Company, the Company will place the aggregate exercise price funds into the Company’s account.

(5) By exercising the Warrants pursuant to the procedure described in the Offer and in the instructions to this Election to Participate and Exercise Warrant, I accept the terms and conditions of the Offer.

(6) The Company has advised me to consult with my own legal, tax and accounting advisors as to the consequences of participating or not participating in the Offer.

(7) The Offer is not being offered to holders in any jurisdiction in which the offering or acceptance of participation in the Offer would not be in compliance with the laws of such jurisdiction. In addition, the Company will not accept any Election to Participate and Exercise Warrant from or on behalf of, any Warrant holders if the Company determines that a valid securities exemption is not available for the Offer under the Securities Act.

(8) All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except as stated in the Offer, this Election to Participate and Exercise Warrant is irrevocable.

(9) Upon request, I will execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the exercise of the Warrants pursuant to the Offer.

I hereby represent and warrant that:

(1) I have the full power and authority to execute, deliver and perform any obligations hereunder and that, when and to the extent the Warrants are accepted for exercise by the Company, the Warrants will not be subject to any adverse claims.

(2) I (either alone or with my purchaser representative) have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of investment in the shares of common stock issuable upon the exercise of the Warrants.

(3) I have had the opportunity to review the current business prospects, financial condition and operating history of the Company as set forth or incorporated by reference in the Offer.

(4) I have had the opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Offer and I have received all the information I consider necessary or appropriate for deciding whether to accept the Offer.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

If you execute the election above to exercise your Warrants and return this signature page, your Warrants will be deemed exercised in accordance with the terms and conditions of the Warrant.

You must complete and sign the following exactly as your name appears on your Warrants. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact or another person acting in a fiduciary or representative capacity, please set forth the signatory’s full title and include with this Election to Participate and Exercise Warrant proper evidence of the authority of such person to act in such capacity. 

INSTRUCTIONS FOR DELIVERY

Your right to participate in the Offer will automatically expire if you do not properly elect to participate on or before the Expiration Date of January 9, 2019, as may be extended in the Company’s sole discretion. By executing this Election to Participate and Exercise Warrant, you waive any right to receive any notice of the acceptance of the Warrants, except as provided in the Offer. To effect your acceptance of the Offer you must:

The Election to Participate and Exercise Warrant and the Warrants must be received at the address below and the exercise price must be received, on or before the Expiration Date of 5:00 pm (Eastern Standard time) on January 9, 2019, as may be extended for up to ten business days in the discretion of the Company.

Delivery to an address and/or account other than as set forth above will not constitute a valid delivery.

*************

Exhibit (a)(1)(D)

NOTICE OF WITHDRAWAL OF ELECTION TO PARTICIPATE AND

EXERCISE WARRANT PURSUANT TO THE OFFER TO

EXERCISE AND EXCHANGE WARRANTS TO PURCHASE COMMON STOCK

DATED DECEMBER 11, 2018

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. (EST),

ON JANUARY 9, 2019 UNLESS THE OFFER IS EXTENDED

DELIVERY OF THIS NOTICE OF WITHDRAWAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

I previously received a copy of Iota Communications Inc.’s (the “Company”) Offer to Exercise and Exchange Warrants to Purchase Common Stock, dated December 11, 2018, and any amendments thereto (the “Offer”). I elected to participate in the Offer, and delivered an executed Election to Participate and Exercise Warrants.

I hereby irrevocably withdraw my previously submitted Election to Participate and Exercise Warrants and reject the Offer.

I understand that by rejecting the Offer, my Warrants will not be exercised pursuant to the terms of the Offer and I will not receive any new common stock. I waive any right to receive any notice of the acceptance of this Notice of Withdrawal.

All capitalized terms used but not defined herein shall have the meanings ascribed to the Offer.

Date: _____________, ___

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Notice of Withdrawal will be determined by the Company in its discretion, which determination shall be final and binding on all parties. The Company reserves the right to reject any or all Notices of Withdrawal that the Company determines not to be in proper form or the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any of the conditions of the Offer to Exercise and Exchange and any defect or irregularity in the Notice of Withdrawal, and the Company’s interpretation of the terms of the Offer to Exercise and Exchange (including these instructions) will be final and binding on all parties. No Notice of Withdrawal will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with any Notice of Withdrawal must be cured within such time as the Company shall determine. None of the Company, the Placement Agent, or any other person will be obligated to give notification of defects or irregularities in exercises or incur any liability for failure to give notification.

IMPORTANT: THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO THE TIME AND DATE OF EXPIRATION OF THE OFFER TO EXERCISE AND EXCHANGE AT 5:00 P.M. (EASTERN STANDARD TIME) ON JANUARY 9, 2019, AS MAY BE EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION. HOWEVER, IF WE HAVE NOT ACCEPTED YOUR TENDERED WARRANTS AND OTHER ACCEPTANCE AND EXERCISE DOCUMENTS BY FEBRUARY 7, 2019, WHICH IS THE FORTIETH BUSINESS DAY FROM THE COMMENCEMENT OF THE OFFER TO EXERCISE AND EXCHANGE, YOU MAY CHANGE YOUR MIND AND SUBMIT A NOTICE OF WITHDRAWAL TO US AFTER FEBRUARY 7, 2019.

Exhibit (d)(1)

GP Nurmenkari, Inc.
22 Elizabeth Street

STE 1J

Norwalk, CT 06854

TEL: 212-447-5550
Member: FINRA & SIPC

PLACEMENT AGENCY AGREEMENT

December 4, 2018

J. Barclay Knapp, CEO and Co-Founder

Iota Communications, Inc.

540 Union Square

New Hope, PA 18938

Re:      Private placement offering of Investment Contracts

Dear Mr. Knapp:

We understand that Iota Communications, Inc. (the “Company” or “Iota”), organized under the laws of the State of Delaware, is currently conducting the following exchange offer (the “Offering”) to the holders of up to 18,281,494 of that certain class of warrants, each to purchase one share of common stock, with an exercise price of $0.3753 per share and each issued in September 2018 in exchange for warrants issued by the Company between March 2018 and July 2018 to individuals and entities in connection with such individuals and entities purchasing certain wireless spectrum services from us between March 2018 and July 2018 (the “Warrants”): exercising such Warrants for the cash exercise price of $0.3753 per share, Iota will: (i) issue up to 21,937,793 shares of common stock (the “Common Stock”) (the holders will receive up to an extra 3,656,299 shares (a 20% bonus) as part of the offer in addition to the up to 18,281,494 shares to which they are entitled pursuant to the warrant exercise); and (ii) provide services to the holders such that the holders will receive, within twelve (12) months of the expiration date of this tender offer, 1.1373 megahertz pops (“MHz POPs”) (the number of megahertz of wireless spectrum covered by a Federal Communications Commission (“FCC”) license multiplied by the population in the geographic area covered by such FCC license) for each Warrant exercised.

The Company is conducting the Offering pursuant to the Offer to Exercise and Exchange (the “Offer to Exercise and Exchange”) and in the related Letter to Holders of Warrants (the “Letter”), which, as amended or supplemented from time to time, together constitute the offer (the “Offer”). The Company is filing a Schedule TO to satisfy the reporting requirements of Rule 13e-4(c)(2) under the 1934 Exchange Act, as amended.

We understand that the Company desires to employ GP Nurmenkari, Inc. (the “Placement Agent”) as its exclusive placement agent for the Offering subject to all of the terms and conditions of this Placement Agency Agreement (this “Agreement”). The Company and the Offering are more fully described in the documents completed by the Company and approved by the Placement Agent prior to commencement of the Offering and any exhibits, supplements or amendments thereto (collectively, the “Offering Information”). The Company shall prepare, and the Placement Agent shall review and approve the contents within the Offering Information prior to it being distributed to accredited investors, as such term is defined in Rule 501 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”).

1.             Description of Offering and Appointment of Agent.

(a)     Appointment. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Placement Agent is hereby appointed as the exclusive Placement Agent of the Company during the Offering Period (as defined herein) for the purpose of assisting the Company in having investors exercise their Warrants on the terms set forth in the Offering. Purchases of the Offering may be made by the Placement Agent and its officers, directors, employees, affiliates and by the officers, directors, employees and affiliates of the Company for the Offering, however, the Placement Agent is under no obligation to purchase any of the Offering.

(b)     Offering Period. The “Offering Period” shall mean that period during which the Offering is open, commencing on the date of the Offering Information and continuing until the closing of the Offering per the Offering Information.

(c)     Acceptance. The Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use the Placement Agent’s reasonable best efforts during the Offering Period to contact investors to exercise their Warrants.

(d)     Private Placement Offering. The Offering will not be registered under federal securities laws or the securities laws of any state. The Company will rely upon exemptions from registration under federal securities laws and state securities acts (the “State Acts”). With respect to federal securities laws, the Company will rely on one or more exemptions from registration for sales to accredited investors (as defined in Section 2(15) of the Securities Act and Rule 501 promulgated thereunder), including, without limitation, exemptions from registration provided by Sections 3(b), 4(a)(2) and/or 4(a)(6) of the Securities Act, and Rule 506 of Regulation D, promulgated as part of the rules and regulations under the Securities Act (the “Rules and Regulations”). With respect to the State Acts, the Company will not be subject to such acts pursuant to preemption based on Section 18 of the Securities Act or will rely upon limited offering exemptions of certain states approved by the Company. The Company or its counsel shall provide Placement Agent with all applications, forms and documents filed in each jurisdiction where the Offering is to be conducted in an exempt transaction under the State Acts. The Offering shall be at the offering price and upon the terms and conditions set forth in the Offering Information and the tender offer letter, which may be supplemented or amended, which is included in the Offering Information, and on the basis of the representations and warranties therein contained, and subject to the terms and conditions herein set forth.

(e)     Intentionally Omitted.

(f)     Other Covenants. In connection with the Offering, the Company and Placement Agent each agree as follows: (i) the Offering will be offered and sold only to accredited investors pursuant to the registration exemption provided by Sections 3(b), 4(a)(2) and/or 4(a)(6) of the Securities Act and Rule 506 of Regulation D, as and to the extent applicable to the Offering, and will otherwise comply with the applicable laws and regulations of any jurisdictions in which the Offering is made, (ii) the Offering in conformity with the terms hereof will not violate Section 5 of the Securities Act, as currently in effect, and (iii) neither the Company nor Placement Agent has taken, nor will either party take any action which conflicts with the conditions and requirements of, or which would make unavailable with respect to the Offering, the exemptions from registration available pursuant to Rule 506 of Regulation D or Sections 3(b), 4(a)(2) and/or 4(a)(6) of the Securities Act and neither the Company nor Placement Agent knows of any reason why any such exemption would be otherwise unavailable to it.

(g)    Information to be Supplied. The Company will furnish or cause to be furnished to Placement Agent such information as Placement Agent reasonably believes appropriate to its assignment or necessary in connection with its preparation of, review of, or inclusion in, the Offering Information. The Placement Agent will not employ any written material other than the Offering Information, each supplement and amendment thereto.

2.             Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Placement Agent (if any) as follows:

(a)     The Company is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was formed, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b)     The Company has complied or will comply with Sections 3(b), 4(a)(2) and/or 4(a)(6) of the Securities Act, with all of the provisions of the Rules and Regulations promulgated under the Securities Act, specifically including the provisions of Regulation D and Rule 506 thereunder, applicable to it in connection with the Offering, and with all States Acts and regulations applicable to it in connection with the Offering.

(c)     The execution of this Agreement and the employment of the Placement Agent have been duly authorized by the Company and, at the time of its execution and performance, this Agreement shall not constitute or result in any breach or violation (other than any breach or violation which shall have been waived or consented to in writing) of any of the terms, provisions or conditions of, or constitute a default under, any material indenture, mortgage, deed of trust, note, contract, commitment, instrument or document to which it or any of its properties is subject, the Certificate of Incorporation or corresponding documents of the Company, or any order, arbitration award, or judgment, of any court of governmental agency or body having jurisdiction over the Company or any of its activities or properties; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated hereby.

(d)     The Common Stock to be issued shall be duly authorized and shall be validly issued, and shall conform to the description thereof contained in the Offering Information.

(e)     The Company has not been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failing to comply with Section 503 of Regulation D.

(f)     The Company represents and warrants that at all times from the respective dates that the Offering Information will not, as each such document may be supplemented or amended, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g)     The Company will furnish Placement Agent, from time to time, with such number of copies of the Offering Information, any exhibits thereto and agreements and documents referred to therein, as Placement Agent may reasonably request.

(h)     The Company will advise Placement Agent promptly of: (A) the occurrence of any event or the existence of any condition known to the Company referred to in Section 2(f) hereof; (B) the receipt by the Company of any communication, stop order or any order from the SEC, any state securities commissioner or any other domestic or foreign securities or financial regulatory authority or self-regulatory organization concerning the Offering; and (C) the commencement of any lawsuit or proceeding to which the Company is a party relating to the Offering. The Company shall make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof as promptly as possible.

(i)     The Company will provide each offeree the opportunity to ask questions of, and receive answers from, the officers and employees of the Company concerning the terms and conditions of the Offering and to obtain any other additional information about the Company to the extent the officers and employees of the Company possess the same or can acquire it without unreasonable effort or expense and it is not otherwise confidential or trade secret information. The Company may require appropriate confidentiality and non-disclosure agreements as it is advised by counsel prior to the disclosure of any information not otherwise contained in the Offering Information.

(j)     The Company is not in default in the performance or observance of any material obligation (A) under its Certificate of Incorporation, or, to its knowledge, any indenture, mortgage, contract, purchase order or other agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected; or (B) with respect to any order, writ, injunction or decree of any court of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and there exists no condition, event or act which constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a material adverse effect on the current business of the Company.

(k)     The Company has full right, power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.

(l)     The authorization, issuance, sale and delivery of the Common Stock will not (1) violate any provision of law or statute or any order of any court or other governmental agency applicable to the Company; or (2) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under its Certificate of Incorporation, or any indenture, mortgage, lease agreement or other material agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected except for violations, conflicts breaches and defaults that would not, individually or in the aggregate, materially and adversely affect the Company, Placement Agent or any investor in the Offering.

(m)     The Company will have prior to the consummation of the Offering all requisite corporate power and authority to issue, sell and deliver the Common Stock and such issuances, sales and deliveries will be duly authorized by all requisite corporate action of the Company and when so issued, sold and delivered the Common Stock will be duly and validly issued and outstanding, valid and binding obligations of the Company, fully paid and nonassessable, with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, claims, encumbrances, restrictions or preemptive or any other similar rights imposed by or through the Company, except as waived prior to the Closing or as disclosed herein and as shall be disclosed in the Offering Information, and the Company shall have paid all taxes, if any, in respect of the issuance thereof. Assuming that the investors meet such suitability standards as are specified by the Company and the Placement Agent, and the representations and warranties of Placement Agent are accurate as to the method of offering, the Offering will be exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder and the state “blue sky” laws and the Common Stock will be issued in compliance with all applicable Federal and state securities laws.

(n)     No permit, consent, approval, authorization, order of, or filing with, any court or governmental authority is required in connection with the execution and delivery by the Company of this Agreement or to consummate the Offering other than any that will be made or obtained prior to the consummation of the Offering, except that the Offering in certain jurisdictions may be subject to the provisions of the securities or “blue sky” laws of such jurisdictions and the federal securities laws and certain filings may be made following the consummation of the Offering.

(o)     There is no action, suit or proceeding before or by any United States court or governmental agency or body, now pending or threatened in writing, against the Company, or any of its properties, which would reasonably be anticipated to result in any material adverse change in the condition (financial or otherwise) or in the earnings, current business, current business plan as described in the Offering Information, properties or assets of the Company and its subsidiaries (a “Material Adverse Effect”).

(p)     The Company has been organized specifically to creatively source the necessary wireless spectrum assets and wireless network technology to construct and operate a nationwide, optimized, purpose-built machine-to-machine (M2M) communications network for the United States. The Company will keep and maintain books and records and accounts which will be in reasonable detail and which will fairly and accurately reflect the activities of the Company in all material respects. Prior to the date of closing, the Company shall not enter into any material transactions or commitments without promptly thereafter notifying the Placement Agent in writing of any such material transaction or commitment.

(q)     The Company, to its knowledge, is not in default under any agreement, lease, license contract or commitment, whether oral or written including, without limitation, agreements with employees and consultants (“Company Agreements”) to which the Company is a party or by which any of its assets are bound, and there is no event known to the Company that, with notice, or lapse of time, or both, would constitute a default by any party to any Company Agreement or give any party the right to terminate or modify any of the same and the Company has not received notice that any party to any Company Agreement intends to cancel or terminate any Company Agreement or to exercise or not to exercise any renewal or extension options under any Company Agreement, except as to any events described in this subparagraph that would not have a Material Adverse Effect.

(r)     The Company, to its knowledge, holds, and is in compliance with, all permits, licenses, registrations and authorizations required by it in connection with the conduct of the business of the Company as currently conducted under all Federal, state and local laws, rules and regulations (the “Permits”), except where the failure to be in compliance has not had, and is not reasonably expected to have, a Material Adverse Effect.

(s)     The consummation of the Offering and the release of the investor funds shall be further subject to any other conditions set forth in the Offering Information.

(t)     The Company will be responsible for and comply with all applicable notification and fee requirements to qualify the Offering for exemption under the state securities or “blue sky” laws of such jurisdiction in which any sales pursuant to the offering may be transacted and as may otherwise be required or as requested by the Placement Agent provided that, in connection therewith, the Company shall not be required to qualify as a foreign corporation.

(u)     No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Issuer in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any manner which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure 506(e), and has furnished to the Placement Agent a copy of any disclosures.

(v)      Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering.

(w)     Notice of Disqualification Events. The Company will promptly notify the Placement Agent in writing of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

(x)     Disclosure. The Company acknowledges that Intuitive Venture Partners, LLC. is a private equity/venture investment bank specializing in growth capital and expansion stage investments in the areas of technology and healthcare. Some of the Members of Intuitive Venture Partners, LLC are registered representatives affiliated with the Placement Agent, and may receive selling commissions as per the terms of this executed Agreement.

3.            Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to, and agrees with, the Company as follows:

(a)     The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement (i) has been duly authorized, executed and delivered by the Placement Agent, (ii) constitutes a legal, valid and binding obligation of the Placement Agent, and (iii) subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors’ rights generally, is enforceable as to the Placement Agent in accordance with its terms, specific performance hereof being limited by general principles of equity and the enforceability of the indemnification provisions hereof.

(b)     The execution, delivery and performance of this Agreement by the Placement Agent and the consummation by the Placement Agent of the transactions contemplated hereby and by the Offering Information will not conflict with or result in the Placement Agent’s breach or violation of any of the terms or provisions of, or constitute a default in any material respect under, (i) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Placement Agent is a party or to which the Placement Agent or its property is subject, (ii) the Placement Agent’s charter or its operating agreement or (iii) any statute, judgment, decree, order, rule or regulation applicable to the Placement Agent of any court or governmental agency or body having jurisdiction over the Placement Agent.

(c)     The Placement Agent is, and at all times through the date of the final sale of the Securities shall remain, duly registered pursuant to the provisions of the Securities Exchange Act of 1934, as amended (“Exchange Act”) as a broker-dealer and duly registered as a broker-dealer in those states in which the Placement Agent is required to be so registered in order to carry out the Offering as contemplated by the Offering Information; the Placement Agent is, and at all times through the date of the final sale of a Unit shall remain a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); the Placement Agent will not re-allow discounts or pay commissions or other compensation for participation in the distribution of the Offering in the United States to any broker-dealer which is not a member of FINRA; the Placement Agent shall act as an independent contractor, and nothing herein shall constitute the Placement Agent an employee of the Company.

(d)      In connection with the Offering, the Placement Agent shall conform to and comply with (i) the provisions of the Rules of Fair Practice of FINRA, (ii) applicable provisions of federal law, including without limitation the Securities Act, the Exchange Act and the Rules and Regulations, (iii) anti-money laundering regulations applicable under the USA PATRIOT Act or foreign jurisdictions, and (iv) the State Acts and the rules and regulations thereunder, and counsel for the Company shall make all such filings as are required pursuant to state securities and “blue sky” laws, and shall send to the Placement Agent from time to time copies thereof, during the Offering Period.

(e)      The Placement Agent will use its best efforts to have investors participate in the Offering and will conduct the Offering in compliance with the suitability standards set forth in the Offering Information and with the requirements of Sections 3(b), 4(a)(2) and/or 4(a)(6) of the Securities Act and Rule 506 of Regulation D, as and to the extent applicable to the Offering. Accordingly, at all times through the closing of the Offering Period, the Placement Agent will have:

(i)     not made any untrue statement of a material fact and not omitted to state a material fact required to be stated or necessary to make any statement made not misleading, to the extent any representations are made by the Placement Agent concerning the Offering or matters set forth in the Offering Information other than those set forth in the Offering Information;

(ii)     not offered, offered for sale, or sold the Common Stock by means of: (A) any advertisement, article, notice, or other communication mentioning the Warrants published in any newspaper, magazine or similar medium or broadcast over television or radio; (B) any seminar or meeting, the attendees of which have been invited by any general solicitation or general advertising; or (C) any letter, circular, notice, or other written communication, unless the communication is accompanied or preceded by the Offering Information;

(iii)     prior to exercise of the Warrants, reasonably believed that each subscriber and his or her purchaser representative, if any, met the suitability and other investor standards set forth in the Offering Information and the Blue Sky Letters, and the Placement Agent will have prepared and maintained, for its benefit and the benefit of the Company, file memoranda and other appropriate records substantiating the foregoing;

(iv)     only used sales materials other than the Offering Information which have been approved for use in the Offering by the Company, and refrained from providing any such materials to any offeree unless such materials were accompanied or preceded by the Offering Information;

(v)      provided each offeree, either directly or through the Company, with a copy of the Offering Information;

(vi)     promptly distributed any amendment or supplement to the Offering Information provided to the Placement Agent by the Company under this Agreement to persons who had previously received a copy of the Offering Information from the Placement Agent and who the Placement Agent believed continued to be interested in the Securities and have included such amendment or supplement in all deliveries of the Offering Information made after receipt of any such amendment or supplement; and

(vii)     not made any representations on behalf of the Company other than those contained in the Offering Information, nor shall the Placement Agent have acted as an agent of the Company or for the Company in any other capacity, except as expressly set forth herein.

(f)       No Disqualification Events. The Placement Agent represents that neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(l )(i) to (viii) under the Securities Act (a “Disqualification Event”), or has been involved in any manner which would be a Disqualification Event except for the fact that it occurred before September 23, 2013 except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof.

(g)      Other Covered Persons. The Placement Agent represents that it is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering. Placement Agent will promptly notify the Company of any agreement entered into between such Placement Agent and such person in connection with such sale.

(h)      Notice of Disqualification Events. The Placement Agent will notify the Company promptly in writing of (i) any Disqualification Event relating to any Placement Agent Covered Person not previously disclosed to the Company in accordance with Section 3(a), No Disqualification Events and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Covered Person.

4.            Compensation and Expenses. Placement Agent will receive at the time of Closing and as a condition to Closing from the proceeds of the Offering, a selling commission (the “Selling Commission”) consisting of (i) cash in an amount equal to ten percent (10%) of the gross offering proceeds delivered to the Company by the Placement Agent (the “PA Cash Payment”) and (ii) warrants exercisable for a number of shares of Common Stock with an exercise price per share of $0.01, with such number of warrants determined by dividing the PA Cash Payment by a per share price of $0.38 (the “PA Warrants”). For example, if the PA Cash Payment is $100,000, the number of PA Warrants shall be 263,158 exercisable for 263,158 shares of Common Stock at a per share price of $0.01. The Company will also pay the placement agent a non-accountable expense allowance of $50,000.00(“expense allowance”) upon a close of at least $1,000,000.00.

Placement Agent agrees to exercise the PA Warrants as soon as practicable after their award

5.             Covenants of the Company. The Company covenants and agrees that it will:

(a)      Comply with all requirements imposed upon it by the Securities Act, as now and hereafter amended, by the Rules and Regulations from time to time in force, and by all State Acts, to permit the continuance of the Offering in accordance with the provisions of Sections 3(b), 4(a)(2) and/or 4(a)(6) of the Securities Act and of Rule 506 of Regulation D, as and to the extent applicable to the Offering, and the Offering Information.

(b)     Until the termination of the Offering Period, furnish to the Placement Agent information reasonably necessary to keep the Offering Information fair, accurate and complete in all material respects. If at any time any event occurs as a result of which the Offering Information would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Company will notify the Placement Agent thereof.

(c)      Prepare, execute and file a Form D (and any and all amendments or supplements thereto) with the SEC in a timely manner and deliver copies thereof to the Placement Agent, together with copies of all forms (including without limitation, Form Ds) and other documents and/or materials filed either before or after the Closing, and comply with Regulation D and the State Acts and make any filings required by the SEC and state securities authorities in a timely manner. The Company, not the Placement Agent, will be responsible for and pay the attorney’s fees and out of pocket expenses related to the filings for registrations of sale or exemption from such qualifications with any state securities commissions and any other regulatory agencies (“Filings Expenses”).

(d)      The Company will make available for inspection by the Placement Agent or its authorized representatives, at the Company’s principal office during normal business hours, any information and documents relating to the business and operations of the Company as the Placement Agent may reasonably request and as are available to the Company or obtainable by it without unreasonable effort or expense.

(e)      The Company will apply the net proceeds from the Offering as set forth in the Offering Information.

6.            Covenants of Placement Agent. The Placement Agent covenants and agrees that it will:

(a)      Comply with all requirements imposed upon it by the Securities Act, as now and hereafter amended, by the Rules and Regulations from time to time in force, and by all State Acts, to permit the continuance of the Offering in accordance with Sections 3(b), 4(a)(2) and/or 4(a)(6) of the Securities Act and of Rule 506 of Regulation D, as and to the extent applicable to the Offering, and to the Offering Information.

(b)      Comply with all applicable rules of FINRA and any other laws, rules and regulations applicable to broker-dealers.

7.           Conditions of Closing. The exercise of the Warrants at the Closing shall be subject to the continuing accuracy of the representations and warranties of the Company and the Placement Agent as of the date hereof and as of the Closing, to the performance by the Company and Placement Agent of their respective obligations hereunder, and to the following conditions:

(a)      The Placement Agent’s obligations as provided herein shall be subject to the accuracy of the representations, warranties and covenants of the Company herein contained as of the date hereof and as of the date of the Closing, and to the performance by the Company of its obligations hereunder to be performed.

(b)      At the Closing, if any, the Company shall:

(1)     Accept subscriptions of qualifying potential purchasers that the Company reasonably believes to be qualified investors under Regulation D and the State Acts in accordance with the Offering Information. Notwithstanding the foregoing, the Company may reject the subscription of any qualifying purchaser if (A) a potential purchaser is a competitor or an affiliate of a competitor of the Company, or (B) the Company deems it prudent and in the best interests of the Company to reject such subscription; provided further, that the acceptance of any subscription by the Company may not be unreasonably withheld.

(2)     Provide for the issuance of contracts representing the licenses, which contracts will be delivered to subscribers as otherwise described in the Offering Information.

(2)     At the Closing, if any, the Placement Agent shall receive from the Company, or give assignment instructions for, all compensation payable to the Placement Agent.

8.            Indemnification.

(a)     The Placement Agent will: (i) indemnify and hold harmless the Company, and its agents and their respective officers, directors, employees, agents, selected dealers and each person, if any, who controls the Company within the meaning of the Act and such agents (each a “Company Indemnitee” or a “Company Party”) against, and pay or reimburse each Company Indemnitee for, any and all losses, claims, damages, liabilities or expenses whatsoever (or Proceedings, joint or several (which will, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys’ fees, including appeals), to which any Company Indemnitee may become subject (a) under the Act or otherwise, in connection with the Offering and (b) which results from (x) any untrue statement or alleged untrue statement of any material fact contained in the Subscription Documents made in reliance upon and in conformity with information contained in the Subscription Documents relating to the Placement Agent, or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in either case, if made or omitted in reliance upon and in conformity with written information furnished to the Company by the Placement Agent, specifically for use in the preparation thereof or (y) any violations by the Placement Agent of the Act or state securities laws which does not result from a violation thereof by the Company Indemnitees or any of their respective affiliates, and (ii) reimburse each Company Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, action, proceeding or investigation; provided, however, in no event (except in the event of gross negligence or willful misconduct by the Placement Agent to the extent and only to the extent if found in a final judgment by a court of competent jurisdiction) shall the Placement Agent’s indemnification obligation hereunder exceed the amount of Broker Cash Fees actually received by the Placement Agent.

If for any reason, the foregoing indemnification is unavailable to any Company Indemnified Persons, then each Agent Party shall contribute to the amount paid or payable by any such Company Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of such Agent Party to other Agent Parties and any Company Indemnified Person.

(b)     Promptly after a Company Indemnified Person receives notice of the commencement of any action, claim, proceeding or investigation (“Action”), such Company Indemnified Person, if a claim in respect thereof is to be made against an Agent Party under this Section 8(a), will notify such Agent Party of the commencement thereof. The omission to so notify such Agent Party will relieve such Agent Party from any liability which it may have to any Company Indemnified Person under this Section 8(a) if the Agent Party has been prejudiced in asserting, or shall have lost the right to assert, a legal defense by reason of such omission. Such Agent Party will be entitled to participate in, and, to the extent that it may wish, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to the Company Indemnified Person. The Company Indemnified Person will have the right to employ separate counsel in any such Action and to participate in the defense thereof but the fees and expenses of such counsel will be at the expense of the Company Indemnified Person if the Agent Party has assumed the defense of the Action with counsel reasonably satisfactory to the Company Indemnified Person. No settlement of any Action against a Company Indemnified Person for which indemnification from an Agent Party is sought will be made without the consent of such Agent Party.

(c)     The Company agrees to indemnify and hold the Placement Agent, and the directors, officers, employees, agents, attorneys, shareholders and control persons (as defined under federal and state securities laws) of the Placement Agent, and its heirs, personal representatives and assigns of each of the foregoing (collectively, the “Agent Indemnified Persons”) harmless from and against any Damages to which the Agent Indemnified Persons may become subject, under the Securities Act or otherwise, insofar as such Damages arise out of or relate to: (i) any material breach of any representation, warranty, agreement or covenant under this Agreement by the Company,, regardless of whether such losses, claims, damages, liabilities or expenses from any claim by any Agent Indemnified Person or by any third party (ii) any untrue statement or alleged untrue statement of any material fact contained in the Offering Information, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Information in reliance upon and in conformity with information furnished to the Placement Agent by the Company (iii) any statement made in a writing by the Company containing an untrue statement or alleged untrue statement of any material fact or the omission or alleged omission to state a material fact required to be stated or necessary to make the statements not misleading, and/or (iv) any amount paid in settlement of any litigation, commenced or threatened, or of any claim based upon any of the matters under (i) through (iii) (including, but not limited to, expenses reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected without the written consent of the Agent Indemnified Persons; provided, however, that the Company shall not be liable to any Agent Indemnified Person to the extent that any Damages, or any actions in respect thereof, arise out of or are based upon an untrue statement of material fact or omission of material fact made in the Offering Information in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent Indemnified Person. The foregoing indemnity agreements will be in addition to any liability the Company may otherwise have.

If for any reason, the foregoing indemnification is unavailable to any Agent Indemnified Persons, then the Company shall contribute to the amount paid or payable by any such Agent Indemnified Persons as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the Company and any Agent Indemnified Person.

(d)     Promptly after an Agent Indemnified Person receives notice of the commencement of any Action, such Agent Indemnified Person, if a claim in respect thereof is to be made against the Company under this Section 8(a), will notify the Company of the commencement thereof. The omission to so notify the Company will relieve the Company from any liability which it may have to any Agent Indemnified Person under this Section 8(a) if the Company has been prejudiced in asserting, or shall have lost the right to assert, a legal defense by reason of such omission. The Company will be entitled to participate in, and, to the extent that they may wish, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such Agent Indemnified Person. The Agent Indemnified Person will have the right to employ separate counsel in any such Action and to participate in the defense thereof but the fees and expenses of such counsel will be at the expense of the Agent Indemnified Person if the Company has assumed the defense of the Action with counsel reasonably satisfactory to the Agent Indemnified Person. No settlement of any Action against an Agent Indemnified Person for which indemnification from the Company is sought will be made without the consent of the Company.

(e)      Contribution. To provide for just and equitable contribution, if: (i) an indemnified party makes a claim for indemnification pursuant to Section 8(a) hereof and it is finally determined, by a judgment, order or decree not subject to further appeal that such claims for indemnification may not be enforced, even though this Agreement expressly provides for indemnification in such case; or (ii) any indemnified or indemnifying party seeks contribution under the Act, the Exchange Act, or otherwise, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Placement Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Placement Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company bear to the total Placement Agent Fees received by the Placement Agent. The relative fault, in the case of an untrue statement, alleged untrue statement, omission or alleged omission will be determined by, among other things, whether such statement, alleged statement, omission or alleged omission relates to information supplied by the Company or by the Placement Agent, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, alleged statement, omission or alleged omission. The Company and the Placement Agent agree that it would be unjust and inequitable if the respective obligations of the Company and the Placement Agent for contribution were determined by pro rata allocation of the aggregate losses, liabilities, claims, damages and expenses or by any other method or allocation that does not reflect the equitable considerations referred to in this Section 8(b). No person guilty of a fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. For purposes of this Section 8(b), each person, if any, who controls the Placement Agent within the meaning of the Act will have the same rights to contribution as the Placement Agent, and each person, if any, who controls the Company within the meaning of the Act will have the same rights to contribution as the Company, subject in each case to the provisions of this Section 8(b). Anything in this Section 8(b) to the contrary notwithstanding, no party will be liable for contribution with respect to the settlement of any claim or action effected without its written consent. This Section 8(b) is intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available.

9.            Representations, Indemnities and Agreements to Survive Sale and Payment. The respective representations, indemnities, warranties, covenants and other agreements of the Company and the Placement Agent set forth in or made pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, any Agent Indemnified Person or Company Indemnified Person, and shall survive closing, delivery of, and payment for the exercise of the Warrants.

10.         Termination of Agreement. Notwithstanding any of the terms and provisions hereof, this Agreement may be terminated by the Placement Agent based on a material breach of this Agreement by the Company. The Placement Agent shall give fifteen (15) days’ prior written notice to the Company of such material breach, and the Company shall have fifteen (15) days to cure such material breach before the Placement Agent may terminate the Agreement. In the event the Placement Agent reasonably determines that it is unsatisfied with the results of its due diligence investigation, notwithstanding its best efforts to complete the Offering, the Placement Agent may terminate this Agreement upon written notice to the Company.

In the event of any termination of this Agreement or the expiration of the Offering Period, the Placement Agent shall be entitled to any fees and compensation to which it was entitled under Section 4 as of the date of termination or expiration.

The Company may terminate this agreement for convenience by providing ten (10) days’ written notice to the Placement Agent. Upon the Company terminating for convenience, the Placement Agent shall be entitled to any fees and compensation that it was entitled to receive under Section 4 hereof as of the date of termination and for the three month period following termination for investments made in the Company by those investors sourced by the Placement Agent.

Additionally, Sections 8, 9, 10, 11, 12 and 13 shall survive any termination of this Agreement and shall survive closing, delivery of, and payment for the exercise of the Warrants.

11.         Notices. All notices, requests, demands or other communications with respect to this Agreement shall be in writing and shall be personally delivered or mailed, postage prepaid, by certified mail, or delivered by facsimile or in pdf format via electronic mail (“e-mail”) or a nationally recognized express courier service, charges prepaid, to the Company or Placement Agent at the addresses set forth in this Agreement (or such other addresses as the parties may specify from time to time in accordance with this section). Any such notice shall, when sent in accordance with the preceding sentence, be deemed to have been given and received, on the earliest of: (i) the day personally delivered, including by facsimile or e-mail, with confirmation receipt of such delivery, (ii) the third day following the date mailed, or (iii) twenty-four hours after shipment by such express courier service.

12.          Miscellaneous Provisions.

(a)     Governing Law. This Agreement shall be governed by, subject to, and construed in accordance with the laws of the state of New York, applicable to contracts to be wholly performed within said state.

(b)     Severability. If any portion of this Agreement shall be held invalid or inoperative, then, so far as is reasonable and possible (i) the remainder of this Agreement shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion held invalid or inoperative.

(c)     Modification or Amendment. This Agreement may not be modified or amended except by written agreement executed by the parties hereto.

(d)     Number and Gender of Words. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely.

(e)     Other Instruments; Counterparts. The parties hereto covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effect and carry out the terms of this Agreement. This Agreement may be executed by facsimile signatures or signatures delivered in pdf format via e-mail, and in multiple counterparts, each of which shall be deemed an original. It shall not be necessary that each party executes each counterpart, or that any one counterpart be executed by more than one party so long as each party executes at least one counterpart.

(f)     No Partnership. The Placement Agent is not a principal of or a partner with, or does not control in any way, the Company or its employees, except in such relationships disclosed in the Offering Information, subscription documents, or other offering materials.

(g)    Limitation on Services. The Placement Agent shall not be obligated to provide advice or perform services to the Company that are not specifically addressed in this Agreement. The Company hereby acknowledges that the Placement Agent is not a fiduciary of the Company and that the Placement Agent makes no representations or warranties regarding the Company’s ability to secure financing, whether now or in the future. The obligations of the Placement Agent described in this Agreement consist solely of commercially reasonable best efforts services to the Company, and in no event shall the Placement Agent be required to act as the agent of the Company or to provide legal or accounting services. All final decisions with respect to acts of the Company or its affiliates, whether or not made pursuant to or in reliance upon information or advice furnished by the Placement Agent hereunder, shall be those of the Company or such affiliates, and the Placement Agent shall under no circumstances be liable for any expense incurred or loss suffered by the Company as a consequence of such decisions.

(h)     Announcements. Before the Company releases any information referring to the Placement Agent’s role under this Offering or uses Placement Agent’s name in a manner which may result in public dissemination thereof, the Company shall furnish drafts of all documents or prepared oral statements to Placement Agent for comments, and shall not release any information relating thereto without the prior written consent of the Placement Agent. Nothing herein shall prevent the Company from releasing any information to the extent that such release is required by law, rule or regulation. The Company agrees that, following the completion of the Offering, the Placement Agent shall have the right to place “tombstone” style advertisements describing its services to the Company hereunder (i) in financial and other newspapers and journals, provided that Placement Agent will submit a copy of any such advertisements to the Company for its prior approval, which approval shall not be unreasonably withheld or (ii) on the Placement Agent’s website or in other marketing materials of the Placement Agent, at the Placement Agent’s cost, without further approval required by the Company provided such advertisements are not false or misleading.

(i)     Assignment. The Placement Agent may assign this Agreement to another company or firm under its common control. Otherwise, this Agreement shall not be assignable by any party to this Agreement without the express prior written consent of the other party to the Agreement, and in the event of an attempted assignment by one party to this Agreement without such consent, such attempted assignment shall be void and without effect.

(j)     Parties. This Agreement shall be binding upon and inure solely to the benefit of the patties hereto, their respective successors and any permitted assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. No investor that exercises the Warrants shall be construed a successor, representative or assignee by reason of such purchase.

(k)     Entire Agreement. This Agreement contains the entire understanding between the patties and supersedes any prior understandings or written or oral agreements between them respecting the subject matter hereof.

(l)     Dispute Resolution; Attorneys’ Fees. In the event any dispute arises over the interpretation of this Agreement or any party’s performance hereunder, the parties agree to first attempt to resolve such dispute in good faith through the use of a private mediator. The parties shall jointly select such mediator and shall be equally liable to share the costs of such mediator. The mediation shall take place as soon as reasonably practical, at such time and place as mutually agreed upon by the parties. Absent mutual agreement as to location, the place for the mediation shall be determined by the mediator and shall be within ten (10) miles of either party’s main offices at the time of the mediation. Alternatively, the parties may avail themselves of any alternative dispute resolution procedures provided by FINRA.

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.

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If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Agreement shall constitute a binding agreement between the Placement Agent and the Company.

GP NURMENKARI, INC.

By: ____________________________

Name: __________________________

Title: Qualified Agent of GP Nurmenkari, Inc

Address for notice:

22 Elizabeth Street

SONO Square

STE 1J

Norwalk, CT 06854

ACCEPTED AND AGREED TO:

By:                                                                            

Name:     J. Barclay Knapp

Title:      CEO and Co-Founder

Address for notice:

Iota Communications, Inc.

540 Union Square

New Hope, PA 18938

Attn: Legal Department

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