EXHIBIT
4.2


 


FORM
OF WARRANT


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND
REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


---------------------------------------


 


SIMPLEPONS,
INC.


 


COMMON
STOCK PURCHASE WARRANT


 


Number of
shares:Holder:


 


Exercise
Price per Share: $Warrant Number:


 


Expiration
Date:Issue Date:


 


FOR
VALUE RECEIVED, SIMPLEPONS, INC., a corporation incorporated under the laws of the State of Delaware, dba ECO-SHIFT POWER
CORP. (the “Company”), hereby certifies that ______ or its registered assigns (the “Warrant
Holder”), is entitled, subject to the terms set forth below, to purchase from the Company --- (---) shares (the “Warrant
Shares”) of common stock (the “Common Stock”), of the Company at an exercise price of ---- United
States Dollars (US$---) per share (as adjusted from time to time as provided in Section 6, the “Exercise Price”),
at any time and from time to time from and after the date hereof and through and including 5:00 p.m. New York time on ---- (the
“Expiration Date”).


 


This Warrant
is subject to the following terms and conditions:


 


1.               
Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Warrant Holder hereof from time to time. The Company
may deem and treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Warrant Holder, and for all other purposes, and the Company shall not be affected by notice
to the contrary.


 


2.               
Investment Representation. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring
this Warrant for its own account or the account of an affiliate for investment purposes and not with the view to any offering
or distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares
in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares
will bear a legend indicating that they have not been registered under the United States Securities Act of 1933, as amended (the
“1933 Act”) and may not be sold by the Warrant Holder except pursuant to an effective registration statement
or pursuant to an exemption from registration requirements of the 1933 Act and in accordance with federal and state securities
laws. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the 1933
Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and covenants that this Warrant may not be exercised
by or on behalf of a Person during the one year distribution compliance period (as defined in Regulation S) following the date
hereof. “Person” means an individual, partnership, firm, limited liability company, trust, joint venture, association,
corporation, or any other legal entity.


 


3.               
Validity of Warrant and Issue of Shares; Lock-up. The Company represents and warrants that this Warrant has been duly authorized
and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented
by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved
a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.


 


		4.	Registration
                                                                                                                            of
                                                                                                                            Transfers
                                                                                                                            and
                                                                                                                            Exchange
                                                                                                                            of
                                                                                                                            Warrants.



 


a.
Subject to compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of any portion
of this Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed
and signed, to the Company at the office specified in or pursuant to Section 9. Upon any such registration or transfer, a new
warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the
New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of
a Warrant Holder of a Warrant.


 


b.
This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant
to Section 9 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which
may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.








		5.	Exercise
                                                                                                                            of
                                                                                                                            Warrants.



 


a.
Exercise of this Warrant shall be made upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly
completed and signed to the Company, at its address set forth in Section 9. Payment upon exercise may be made at the written option
of the Warrant Holder either in (i) cash, wire transfer or by certified or official bank check payable to the order of the Company
equal to the applicable aggregate purchase price, (ii) by delivery of Warrant Shares issuable upon exercise of the Warrants in
accordance with Section (b) below or (iii) by a combination of any of the foregoing methods, for the number of Warrant Shares
specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of Warrant Shares
issuable to the Warrant Holder per the terms of this Warrant) and the Warrant Holder shall thereupon be entitled to receive the
number of duly authorized, validly issued, fully-paid and non-assessable Warrant Shares determined as provided herein. The Company
shall promptly (but in no event later than five (5) business days after the Date of Exercise as defined herein) issue or cause
to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant
Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant),
a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as
applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of
record of such Warrant Shares as of the Date of Exercise of this Warrant.


 


b.
If the closing price (as quoted by the OTC Markets or other principal trading market, if applicable) reported on the day immediately
preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise
Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant
Holder may elect to receive shares equal to the number of shares of Common Stock computed using the following formula:


 


X=Y
(A-B)


A


 


Where
X= the number of shares of Common Stock to be issued to the Warrant Holder


 


Y=the
number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion
of the Warrant being exercised (at the date of such calculation)


 


A=Fair
Market Value


 


B=Exercise
Price (as adjusted to the date of such calculation)


 


For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder,
and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 


c.
A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant,
as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed
and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to
be purchased.


 


d.
This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the attached
Form of Election To Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at
any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining
number of Warrant Shares for which no exercise has been evidenced by this Warrant.


 


6.               
Adjustment of Exercise Price and Number of Shares. The character of the shares of stock or other securities at the time
issuable upon exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of the following
events:


 


a.Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of shares of
Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect
any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the
number of outstanding shares of stock or securities; provided, that this provision shall not apply to the reverse stock
split proposed in the Company’s Definitive Schedule 14C filed with the U.S. Securities and Exchange Commission on or about
August 14 2013.


 


b.Adjustment
for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving
entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”),
then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such
Reorganization (the “Effective Date”), shall receive, in lieu of the shares of stock or other securities at
any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other
securities and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder
had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).


 


c.Certificate
as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of
this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate,
certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.


 


7.               
Registration Rights.  If, after the date
hereof, the Company
shall
prepare
and file
with the
United States Securities and Exchange Commission
(the “Commission”) a registration
statement
relating
to an offering
for its
own account
or the
account
of others
under the
1933 Act
of any of
its
equity
securities,
other
than on Form
S-4 or
Form S-8
(each as promulgated
under the
1933 Act)
or their
then equivalents
relating
to equity
securities
to be
issued
solely in
connection
with any acquisition
of any entity
or business
or equity securities
issuable
in connection
with stock
option or
other employee
benefit
plans,
then the
Company shall
send to the Warrant Holder
written
notice of such
determination
and, unless the Warrant Holder objects to the registration of the Warrant Shares or any part
thereof in writing within
ten (10) calendar
days after
receipt
of such notice,
the Company
shall include
in such registration
statement
all
of the
Warrant
Shares, subject
to customary
cutbacks
applicable
to all holders
of registration
rights.
To the extent not
all of
the Warrant
Shares may
be included
for registration
in the registration
statement,
as a
result
of the
Commission’s
application
of Rule
415 under the
1933 Act,
priority
in such
registration
statement
will
be given
to the
other Common
Stock included
therein
in preference
to the
Warrant
Shares
except no preference
shall be given
to shares held
by affiliates.
 The obligations
of the Company
under this Section
may be waived
by the Warrant Holder. Notwithstanding
anything
to the
contrary
herein,
the registration
rights
granted
to the
Warrant Holder shall not be
applicable
for such times
as such Warrant
Shares
may be
sold
by the Holder
thereof without
restriction
pursuant
to Rule 144of the 1933 Act.


 


8.               
Fractional Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise
of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed
on the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction
of a Warrant Share would, except for the provisions of this Section 8, be issuable on the exercise of this Warrant, the Company
shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number
of Warrant Shares issuable, up to the next whole number.


 


9.               
Notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on
the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission
followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on
the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees
prepaid as follows:


 


If
to the Company:


 


SimplePons,
Inc., dba Eco-Shift Power Corp.


1090
Fountain St. Unit 1 & 2


Cambridge,
Ontario N3H 4R7


Attn:
Gib Wood

Chief Executive Officer


 


If
to the Warrant Holder:


__________________________


__________________________


 


		10.	Miscellaneous.



 


a.
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder.


 


b.
Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder
any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit
of the Company and the Warrant Holder.


 


c.
This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware without
regard to the principles of conflicts of law thereof.


 


d.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


e.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceablilty
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


f.
The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either
at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.


 


[-signature
page follows-]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of the date first above
stated.


 


 


SIMPLEPONS,
INC.


dba
ECO-SHIFT POWER CORP.


 


 


By:



Name:
Gilbert Wood


Title:
Chief Executive Officer


 




    	 



    	 



    

 


FORM
OF ELECTION TO PURCHASE


 


(To
be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)


 


To:
SIMPLEPONS, INC.


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase (check applicable
box):


 


___
________ shares of the Common Stock covered by such Warrant; or


	___	the maximum number of shares of Common
    Stock covered by such Warrant pursuant to the cashless exercise procedure set forth therein.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $___________. Such payment takes the form of (check applicable box or boxes):


 


___
$__________ in lawful money of the United States; and/or


	___	the cancellation of such portion of
    the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______
    per share for purposes of this calculation); and/or


 


	___	the cancellation of such number of
    shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2 of the Warrant, to exercise
    this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure
    set forth in Section 2.


 


After
application of the cashless exercise feature as described above, _____________ shares of Common Stock are required to be delivered
pursuant to the instructions below.


 


The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


 


	 

         

         
	 	Name
                           of Warrant Holder:

         

        (Print)___________________________________

         

        (By:)____________________________________

         

        (Name:)_________________________________

         

        (Title:)__________________________________

         

        Signatures
        must conform in all respects to the name of the Warrant Holder on the face of the Warrant.