EXHIBIT 4.1


 


FORM OF SUBSCRIPTION
AGREEMENT


 


 


 


SUBSCRIPTION
AGREEMENT


 


THIS
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of ________________, 2013, by and between SimplePons,
Inc., a Delaware corporation, dba Eco-Shift Power Corp.(the “Company”), and _________________
(the “Subscriber”). 


 


WHEREAS,
the Company and Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(2) and/or Regulation D (“Regulation D”) promulgated by the United States
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”); and


 


WHEREAS,
the parties hereto desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell
to Subscriber, and Subscriber shall purchase, (i) __________ shares (the “Shares”) of common stock of the Company
(the “Common Stock”) at purchase price (the “Purchase Price”) of ___________ dollars (US$______)
per share, for a total purchase price of ____________ dollars ($______), and (ii) a warrant permitting the Subscriber to purchase
_________ (_________) shares of Common Stock at a per share price of __________ United States Dollars (US$_____) subject to the
terms and conditions therein contained (the “Warrant”, together with the Shares, the “Securities”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and Subscriber
hereby agree as follows:


 


1.Purchase
and Sale. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to (i) sell,
assign, transfer and deliver to Subscriber, and Subscriber hereby agrees to purchase and accept delivery from the Company, the
Shares free of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances
of any kind or nature whatsoever (“Encumbrances”), for the Purchase Price and (ii) in consideration of the
Purchase Price delivered by the Subscriber to the Company, the Company hereby agrees to issue the Warrant to the Subscriber upon
receipt of payment for the Shares. The parties acknowledge that the Shares are on a post stock split basis, after giving effect
to the Company’s 50:1 reverse stock split contemplated by the Company in its DEF 14C filed with the SEC on August 14, 2013,
and if such stock split is effectuated at a ratio other than 50:1, or is not effectuated, the number of Shares issued hereby shall
be adjusted accordingly.


 


2.Subscriber
Representations and Warranties. Subscriber hereby represents and warrants to and agrees with the Company that:


 


(a)Standing
of Subscriber. If Subscriber is an entity, such Subscriber is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its formation. If Subscriber is a natural person, such Subscriber
is not a minor and has the legal capacity to enter into this Agreement;


 


(b)Authorization
and Power. Subscriber has the requisite power and authority to enter into and perform
this Agreement and to purchase the Shares and accept the Warrants. The execution, delivery and performance of this Agreement by
Subscriber and, if Subscriber is an entity, the consummation by Subscriber of the transactions contemplated hereby have been duly
authorized by all necessary company action, and no further consent or authorization of Subscriber, its board of directors or similar
governing body, or stockholders is required, as applicable. This Agreement has been duly authorized, executed and delivered by
Subscriber and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of Subscriber, enforceable
against Subscriber in accordance with the terms thereof;


 


(c)No
Conflicts. If Subscriber is an entity, the execution, delivery and performance of
this Agreement and the consummation by Subscriber of the transactions contemplated hereby do not and will not result in a violation
of Subscriber’s charter documents, bylaws or other organizational documents, as applicable;


 


(d)Information
on Subscriber. Such Subscriber is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation
D promulgated by the Commission under the Securities Act and affirmed by Subscriber in the completed Purchaser Questionnaire attached
hereto as Exhibit A, is experienced in investments and business matters, has made investments of a speculative nature and
has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives,
has such knowledge and experience in financial, tax and other business matters as to enable Subscriber
to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment
decision with respect to the proposed purchase, which represents a speculative investment. Subscriber is able to bear the risk
of such investment for an indefinite period and to afford a complete loss thereof. Subscriber is not required to be registered
as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended;


 


(e)Purchase
of Shares. Subscriber will purchase the Shares for its own account for investment and not
with a view toward, or for resale in connection with, the public sale or any distribution thereof in violation of the Securities
Act or any applicable state securities law, and has no direct or indirect arrangement or understandings with any other person
or entity to distribute or regarding the distribution of such Shares;


 


(f)Compliance with
Securities Act. Subscriber understands and agrees that the Shares are “restricted securities”
and have not been registered under the Securities Act or any applicable state securities laws by reason of their issuance in a
transaction that does not require registration under the Securities Act, and that such Shares must be held indefinitely unless
a subsequent disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such
registration;


(g)Legend.
The Shares shall bear the following or similar legend:


“THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, NOR 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 (REASONABLY ACCEPTABLE TO THE COMPANY), IN AN ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”


 


(h)
Warrant Legend. The Warrant shall bear the following or similar legend:


 


			“NEITHER
                                                        THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR
                                                        THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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.”



 


(i)Communication
of Offer. Subscriber has a preexisting personal or business relationship with the Company
or one or more of its directors, officers or control persons, and the offer to sell the Securities
was directly communicated to Subscriber by the Company. At no time was Subscriber presented with or
solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising
or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer;


 


(i)No
Governmental Endorsement. Subscriber understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities
or the suitability of the investment in the Securities, nor have such authorities passed upon
or endorsed the merits of the offering of the Securities;


 


(j)Receipt
of Information. Subscriber has access to review all the Company SEC Documents. Subscriber believes it has received all the
information it considers necessary or appropriate for deciding whether to purchase the Securities. Subscriber further represents
that through its representatives it has had an opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Securities and the business, properties and financial condition of the Company and
to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access; and


 


(k)No
Market Manipulation. Subscriber and Subscriber’s affiliates have not taken, and will not take, directly or indirectly,
any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price
of the Common Stock, to facilitate the sale or resale of the Securities or affect the price at which the Securities may be issued
or resold.


 


3.Company
Representations and Warranties. The Company represents and warrants to, and agrees with, Subscriber that:


 


(a)Due
Incorporation. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation;


 


(b)Authority;
Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is the valid and binding
agreement of the Company, enforceable in accordance with their terms, except as may be limited
by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, or
principles of equity. The Company has full corporate power and authority necessary to enter into and
deliver this Agreement and to perform its obligations thereunder;


 


(c)SEC
Filings; Financial Statements; Absence of Undisclosed Liabilities.





(i)SEC
Filings. The Company has filed with the SEC all registration statements, prospectuses, reports, schedules, forms, statements and
other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by
it with the SEC since its inception (the “Company SEC Documents”) and such Company SEC Documents when filed
were true, correct and complete in all material respects. As of their respective filing dates (or, if amended or superseded by
a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company
SEC Documents complied in all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 (including
the rules and regulations promulgated thereunder) and the Exchange Act, and the rules and regulations of the SEC thereunder applicable
to such Company SEC Documents and did not, at the time it was filed (or, if amended, at the time (and taking into account the
content) of such amendment), contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not
misleading. As of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment
or outstanding SEC investigation;


 


(ii)Financial
Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in
the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC
with respect thereto as of their respective dates; (ii) was prepared in accordance with United States generally accepted accounting
principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the
notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports
on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position of the Company at the respective
dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated therein,
subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP
and the applicable rules and regulations of the SEC;


 


(iii)No
Undisclosed Liabilities. Neither the Company nor any of its subsidiaries has any liability, indebtedness or obligation of
any kind (whether accrued, absolute, contingent, matured, unmatured or otherwise, and whether or not required to be recorded or
reflected on a balance sheet under GAAP) (“Liability”) except for Liabilities that (a) are reflected or recorded
on the Company’s most recent balance sheet included in the Company SEC Documents (including in the notes thereto but only
to the extent it is reasonably apparent that the disclosure in such notes is of a Liability required to be reflected on a balance
sheet prepared in accordance with GAAP) contained in the Company SEC Documents or (b) are current Liabilities (within the meaning
of GAAP) which were incurred since the date of such balance sheet in the ordinary course of business consistent with past practice;


 


(d)Capitalization
and Additional Issuances. The Company’s capitalization is described in the Company SEC Documents. All of the outstanding
shares of the Common Stock are duly authorized and validly issued, fully paid and non-assessable and are not (and will not be)
subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on the Company
SEC Documents, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of
any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence
of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares
of the Common Stock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations
of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock
of) the Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation
rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide
economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each
case that have been issued by the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Company,
being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company
to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with
respect to any Company Securities;


 


(e)Related
Party Transactions.All contracts, transactions, arrangements and understandings with any executive officer or director
of the Company or any of its subsidiaries, any other person that directly or indirectly controls, is controlled by or is under
common control with (“Affiliate”), the Company, or any person owning 5% or more of the shares of the Common
Stock (or any of such person's immediate family members or Affiliates or associates), which is required to be disclosed under
Item 404 of Regulation S-K promulgated under the Securities Act, have been fully and properly disclosed in the appropriate Company
SEC Documents. There are no such contracts, transactions, arrangements or understandings which have not been so disclosed;


 


(f)Consents.
No consent, approval, authorization or order of any court, governmental agency or body having jurisdiction
over the Company or of any other person is required for the execution by the Company of this Agreement and compliance and performance
by the Company of its obligations hereunder, including, without limitation, the issuance and sale of the Securities; 


 


(g)No
Violation or Conflict. Neither the issuance and sale of the Securities nor the performance of the Company’s obligations
under this Agreement will:


 


(i)violate,
conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time
or both would be reasonably likely to constitute a default) under (a) the charter or bylaws of the Company or (b) any decree,
judgment, order or determination applicable to the Company of any court, governmental agency or body having jurisdiction over
the Company or over the properties or assets of the Company or (c) any contract, agreement, instrument or undertaking to which
the Company or any subsidiary is a party; or


 


(ii)result
in the creation or imposition of any lien, charge or encumbrance upon the Securities except in favor of Subscriber as described
herein;


 


(h)The
Securities. Upon issuance, the Securities:


 


(i)shall
be free and clear of any security interests, liens, claims or other Encumbrances, subject only to restrictions upon transfer under
the Securities Act and any applicable state securities laws;


 


(ii)shall
have been duly and validly issued, fully paid and non-assessable; and


 


(iii)will
not subject the holders thereof to personal liability by reason of being such holders;


 


(i)Litigation.
There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation before or by any
court, governmental agency or body having jurisdiction over the Company including, without limitation, any such that would affect
the execution by the Company or the complete and timely performance by the Company of its obligations under this Agreement;


 


(j)No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person or entity acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Securities;


 


(k)Investment
Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940,
as amended;


 


(l)Listing
and Maintenance Requirements. The Company is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with the listing and maintenance requirements for continued listing or quotation of the Company Common Stock
on the trading market on which the Company Common Stock is currently listed or quoted. The issuance and sale of the Securities
under this Agreement does not contravene the rules and regulations of the trading market on which the Company Common Stock is
currently listed or quoted, and no approval of the stockholders of the Company is required for the Company to issue and deliver
to the Subscribers the Securities contemplated by this Agreement; and


 


(m)Full
Disclosure. No representation or warranty or other statement made by the Company in this Agreement in connection with the
contemplated transactions contains any untrue statement of material fact or omits to state a material fact necessary to make the
representations and warranties set forth herein, in light of the circumstances in which they were made, not misleading.


 


4.
Adjustments for Stock Splits.
In the event and to the extent that the Company consummates a reverse stock split
or forward stock split, the number of shares issuable pursuant to the Warrant and the exercise price shall be proportionately
and equitably adjusted. Accordingly, if for example, the Company consummates a 1:5 reverse split of its outstanding Common Stock,
the number of shares to available for purchase pursuant to the Warrant shall be divided by five and the exercise price shall be
multiplied by five; provided, however, that neither the number of shares issuable upon exercise of the Warrant nor the exercise
price thereof shall be adjusted by the stock split contemplated by the Company in its DEF 14C filed with the SEC on August 14,
2013.


 


5.Broker’s
Commission/Finder’s Fee. Each party hereto represents to the other that there are
no parties entitled to receive fees, commissions, finder’s fees, due diligence fees or similar payments in connection with
the consummation of the transactions contemplated hereby. Each party hereto agrees to indemnify the other against and hold the
other harmless from any and all liabilities to any persons claiming brokerage commissions or similar fees on account of services
purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated
hereby and arising out of the indemnifying party’s actions.


 


6.Covenants
Regarding Indemnification. Each party hereto agrees to indemnify,
hold harmless, reimburse and defend the other party and the other party’s officers, directors, agents, counsel, affiliates,
members, managers, control persons, and principal shareholders, as applicable, against any claim, cost, expense, liability, obligation,
loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the indemnified party or any such
person which results, arises out of or is based upon (i) any breach of any representation or warranty by the indemnifying party
in this Agreement or (ii) any breach or default in performance by the indemnifying party of any covenant or undertaking to be
performed by the indemnifying party.


 


7.Rule
144. Pursuant to Rule 144 and subject to Section 8, each Subscriber acknowledges that
before a Subscriber may sell any restricted securities in the marketplace, such Subscriber must hold them for at least six months.
The holding period begins when the securities were purchased and fully paid for by such subscriber.


 


8.Reporting
Status. Until the date on which the Investors shall have sold all of the Registrable Securities (as defined below), the Company
shall use its reasonable best efforts to timely file all reports required to be filed with the SEC pursuant to the Exchange Act,
and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act.


 


9.Reservation
of Shares. So long as any Warrants remain outstanding, the Company shall take reasonable best efforts to at all times have
authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of shares of Common Stock issuable
upon exercise of all the Warrants as of the date hereof (without regard to any limitations on the exercise of the Warrants set
forth therein), less the number of Warrant Shares represented by any such Warrants that have been exercised.


 


10.Miscellaneous.


 


(a)Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery or facsimile, addressed as set forth on the signature pages hereto or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated on the signature page hereto (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than
on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. 


 


(b)Entire
Agreement; Assignment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and may be amended only by a writing executed by both parties hereto. Neither the Company nor Subscriber has relied
on any representations not contained or referred to in this Agreement and the documents delivered herewith.


 


(c)Counterparts/Execution.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means
with the same force and effect as if such signature page were an original thereof.


 


(d)Law
Governing this Agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party hereto
against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Delaware
or in the federal courts located in the state of Delaware. The parties to this Agreement hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The parties hereto agree to submit to the in personam jurisdiction of such courts
and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs.


 


(e)Severability.
In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law.


 




    	 



    	 



    

 


SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT


 


Please acknowledge
your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.


 


SIMPLEPONS, INC., a Delaware
corporation


dba


ECO-SHIFT POWER CORP.


 


 


 


By:___________________________


Name: Gib Wood


Title: CEO


 


 


	SUBSCRIBER
	Name of Subscriber:

        Address: _________________________________________

        _________________________________________

        Fax No.: ________________________________

        Taxpayer ID# (if applicable):
        ________________

        _________________________________________

        (Signature)

        By: Colin Johnson, Principal
        Owner

        Dated:

        Number of Shares:

        Number of Warrant Shares:

        Aggregate Purchase Price:
        $



 


[Signature
Page to SimplePons, Inc. Subscription Agreement]