EXHIBIT 4.8


 


THE SECURITIES REPRESENTED BY THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.


 


THIS WARRANT IS ONE A SERIES OF WARRANTS
BEING ISSUED BY THE COMPANY PURSUANT TO THE TERMS AND CONDITIONS OF THE COMPANY’S CONFIDENTIAL TERM SHEET DATED DECEMBER
20, 2011.


 


Form of Series C Warrant to Purchase Common
Stock


  





	


Warrant to Purchase An Aggregate of ______
shares


of Common Stock

	 	Date of Issuance: _______________, 201_


 


 





FOR VALUE RECEIVED,
SIMPLEPONS, INC., a Delaware corporation formerly known as IFLI Acquisition Corp. (the “Company”), promises
to issue in the name of, and sell and deliver to ____________________ (the "Holder") a certificate or certificates
for an aggregate of __________ shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”),
upon payment by the Holder of $1.00 per share (the “Exercise Price”), with the Exercise Price being subject
to adjustment in the circumstances set forth below.


 


1.       Exercise of Warrant


 


(A)    Exercise Period.
The Holder may exercise this Warrant, in whole or in part (but not as to fractional shares), at any time and time to time commencing
on the date hereof and ending at 5:00 p.m., Eastern Time, on _____________________, 201_ (the “Exercise Period”).


 


(B)    Exercise Procedure.


 


(i)      This Warrant will be deemed to
have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):


 


(a)       a completed Exercise Agreement,
in the form attached hereto as Exhibit 1, executed by the Holder (the “Purchaser”); and


 


(b)      a certified check or other immediately
available funds payable to the Company in an amount equal to the sum of the product of the Exercise Price multiplied by the number
of shares of Common Stock being purchased upon such exercise.


 


(ii)     Certificates for the shares of
Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten (10) business
days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised,
the Company will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been
exercised. The Company will, within such ten (10) day period, deliver such new Warrant to the Holder at the address set forth in
this Warrant.


  



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(iii)     The shares of Common Stock issuable
upon the exercise of this Warrant will be deemed to have been transferred to the Purchaser on the Exercise Date, and the Purchaser
will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date.


 


(iv)     The issuance of certificates for
shares of Common Stock upon the exercise of this Warrant will be made without charge to the Purchaser for any issuance tax in respect
thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the shares; provided,
however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant, and that the Company
shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons requiring the
issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.


 


(v)     Unless the Company shall have registered
the shares of Common Stock underlying this Warrant, the shares of Common Stock issuable upon the exercise of this Warrant will
be “restricted securities” as that term is defined in the Securities Act of 1933. The Company may insert the following
or similar legend on the face of the certificates evidencing shares of Common Stock if required in compliance with state securities
laws:


 


"These securities have not been
registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective
registration statement under any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company
that an exemption from registration under any applicable state securities laws is available."


 


(C)     Fractional Shares.
The Company shall not be required to issue fractions of shares of Common Stock on the exercise of this Warrant. The Company shall
not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of this Warrant, nor
shall it be obligated to issue scrip or pay cash in lieu of fractional interests, provided, however, that if a holder exercises
all the Warrants held of record by such holder, the Company shall at its option (i) eliminate the fractional interests by rounding
any fraction up to the nearest whole number of shares or (ii) within 30 days after the Exercise Date, deliver to the Purchaser
a check payable to the Purchaser, in lieu of such fractional share, in an amount equal to the value of such fractional share as
determined by the closing price of the Company’s Common Stock as reported on the principal exchange on which the Company’s
Common Stock is then traded, as of the close of business on the Exercise Date.


 


2.      Effect of Reorganization,
Reclassification, Consolidation, Merger or Sale


 


(A)       Recapitalization or Reclassification
of Common Stock. In case the Company shall at any time prior to the exercise of this Warrant, or the expiration
of the Exercise Period, whichever first occurs, effect a recapitalization or reclassification of such character that its Common
Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then, upon the effective date thereof,
the number of shares of Common Stock that the Holder of this Warrant shall be entitled to purchase upon exercise hereof shall be
increased or decreased, as the case may be, in direct proportion to the increase or decrease in such number of shares of Common
Stock by reason of such recapitalization or reclassification, and the Exercise Price of such recapitalized or reclassified Common
Stock shall, in the case of an increase in the number of shares, be proportionately decreased and, in the case of a decrease in
the number of shares, be proportionately increased.


  



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(B)       Consolidation, Merger or
Sale. . In case the Company shall at any time prior to the exercise of this Warrant, or the expiration of the Exercise
Period, whichever first occurs, consolidate or merge with any other corporation (unless the Company shall be the surviving entity)
or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution (collectively, the "Fundamental
Transaction"), then the Company shall, as a condition precedent to such transaction, provide notice to the Holder of not
less than ten (10) of days prior to the closing and/or effective date of such Fundamental Transaction during which time the Holder
shall have the right to exercise this Warrant pursuant to its terms. To the extent not exercised, this Warrant and any right to
acquire shares of the Company's Common Stock will automatically expire on the closing date and/or effective date of such Fundamental
Transaction.


 


(C)       Notice of Adjustment.
Whenever the number of shares of Common Stock purchasable upon exercise of this Warrant shall be adjusted as provided herein, the
Company shall file with its corporate records a certificate of its Chief Financial Officer setting forth the computation and the
adjusted number of shares of Common Stock purchasable hereunder resulting from such adjustments, and a copy of such certificate
shall be mailed to the Holder. Any such certificate or letter shall be conclusive evidence as to the correctness of the adjustment
or adjustments referred to therein and shall be available for inspection by the holders of the Warrants on any day during normal
business hours.


 


3.      Registration Rights.
The Company intends to file a registration statement with the Securities and Exchange Commission covering the shares of Common
Stock underlying this Warrant so as to permit the public resale thereof. The Company will pay all costs associated with the registration
statement and use its reasonable best efforts to have the registration statement declared effective as soon as practicable. The
ultimate timing of the filing of the registration statement is in the Company’s sole discretion.


 


4.      Company’s Right to Call
this Warrant. Subject to the terms and conditions set forth herein, during the Exercise Period, upon thirty (30) days prior
written notice to the Holder (each, a “Call Notice”) if (i) the last sale price of the Company’s Common
Stock as reported on the over the counter market or the principal exchange on which it might be then listed equals or exceeds $2.00
per share for five (5) consecutive trading days, and (ii) there is an effective registration statement covering the resale of the
shares of Common Stock underlying the Series C Warrants, the Company shall have the right to call any or all of the Warrant at
a call price of $0.01 per underlying share (the "Call Price"). Warrant holders shall have the period from the
date of the Call Notice, which shall be delivered to the Holder pursuant to Section 8 hereof, until 5 p.m., Eastern time, on the
thirtieth (30) day following the Call Notice (the "Call Date") to exercise the Warrant pursuant to the terms hereof.
Any Warrants which have been called but remain unexercised by the Call Date shall automatically terminate and no longer entitle
the Holder to exercise such Warrant or to receive any consideration therefor, other than the Call Price. For any Warrants which
are not exercised by the Call Date, the Company shall promptly as possible following the Call Date pay the Call Price to the Holder
of any Warrants which have been called and not exercised.


 


5.      Reservation of Common Stock.
The Company will at all time reserve and keep available such number of shares of Common Stock as will be sufficient to permit the
exercise in full of this Warrant. Upon exercise of this Warrant pursuant to its terms, the Holder will acquire fully paid and non-assessable
ownership rights of the Common Stock, free and clear of any liens, claims or encumbrances except as otherwise provided herein.


 



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6.      No Stockholder Rights or Obligations.
This Warrant will not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company. Until the
shares of Common Stock issuable upon the exercise of this Warrant are recorded as issued on the books and records of the Company’s
transfer agent, the Holder shall not be entitled to any voting rights or other rights as a stockholder; provided, however,
the Company uses its best efforts to ensure that, upon receipt of the Exercise Agreement and payment of the Exercise Price, the
appropriate documentation necessary to effectuate the exercise of the Warrant and the issuance of the Common Stock is accomplished
as expeditiously as possible. No provision of this Warrant, in the absence of affirmative action by the Holder to purchase Common
Stock, and no enumeration in this Warrant of the rights or privileges of the Holder, will give rise to any obligation of such Holder
for the Exercise Price or as a stockholder of the Company.


 


7.      Transferability. Subject
to the terms hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant
with a properly executed Assignment in the form of Exhibit 2 hereto at the principal offices of the Company. This Warrant and the
underlying shares of Common Stock may not be offered, sold or transferred except in compliance with the Securities Act of 1933,
and any applicable state securities laws, and then only against receipt of an agreement of the person to whom such offer or sale
or transfer is made to comply with the provisions of this Warrant with respect to any resale or other disposition of such securities;
provided that no such agreement shall be required from any person purchasing this Warrant or the underlying shares of Common
Stock pursuant to a registration statement effective under the Securities Act of 1933. The Holder of this Warrant agrees that,
prior to the disposition of any security purchased on the exercise hereof other than pursuant to a registration statement then
effective under the Securities Act of 1933, or any similar statute then in effect, the Holder shall give written notice to the
Company, expressing his intention as to such disposition. Upon receiving such notice, the Company shall present a copy thereof
to its securities counsel. If, in the sole opinion of such counsel, which such opinion shall not be unreasonably withheld, the
proposed disposition does not require registration of such security under the Securities Act of 1933, or any similar statute then
in effect, the Company shall, as promptly as practicable, notify the Holder of such opinion, whereupon the Holder shall be entitled
to dispose of such security in accordance with the terms of the notice delivered by the Holder to the Company.


 


8.      Miscellaneous


 


(A)      Notices. Any notices,
requests or consents hereunder shall be deemed given, and any instruments delivered, two days after they have been mailed by first
class mail, postage prepaid, or upon receipt if delivered personally or by facsimile transmission, as follows:


  








	If to the Company:	 	SIMPLEPONS, INC.
	 	 	220 Congress Park Drive, Suite 304
	 	 	Delray Beach, FL 33445 
	 	 	 
	If to the Holder: 	 	To the address and/or facsimile of
	 	 	Holder as recorded in the records
	 	 	of the Company.



 


except that any of the foregoing may from time
to time by written notice to the other designate another address which shall thereupon become its effective address for the purposes
of this paragraph.


 


(B)      Entire Agreement.
This Warrant, including the exhibits and documents referred to herein which are a part hereof, contain the entire understanding
of the parties hereto with respect to the subject matter and may be amended only by a written instrument executed by the parties
hereto or their successors or assigns. Any paragraph headings contained in this Warrant are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Warrant.


 






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(C)      Governing Law. This
Warrants shall be construed in accordance with the laws of the State of Florida, without and application of the principles of conflicts
of laws. If it becomes necessary for any party to institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party ("Prevailing Party"), then the party
or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental
expenses incurred, including, but not limited to, all attorney's fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder. Any suit, action or proceeding with respect
to this Warrant shall be brought in the state or federal courts located in Palm Beach County in the State of Florida. The parties
hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding.
The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment
entered by any court in respect thereof brought in Palm Beach County, Florida, and hereby further irrevocably waive any claim that
any suit, action or proceeding brought in Palm Beach County, Florida, has been brought in an inconvenient forum.


 


IN WITNESS WHEREOF,
this Warrant has been duly executed and the corporate seal affixed hereto, all as of the day and year first above written.


 





	 	SIMPLEPONS, INC.
	 	 	 
	 	 By:   	 
	 		Brian S. John, President 


 






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EXHIBIT
1


 


EXERCISE
AGREEMENT


 


	To:	 	Dated: 	 


 


The undersigned record Holder, pursuant to
the provisions set forth in the within Warrant, hereby subscribed for and purchases   shares of Common Stock covered by
such Warrant and hereby makes full cash payment of $  for such shares at the Exercise Price provided by such Warrant.


  


	 		                 (Signature)
	 	 	 
	 	 	 
	 	 	(Print or type name)
	 	 	 
	 	 	 
	 	 	 (Address)
	 	 	 
	 	 	 
	 	 	 



 


NOTICE: The signature of this Exercise
Agreement must correspond with the name as written upon the face of the within Warrant, or upon the Assignment thereof, if applicable,
in every particular, without alteration, enlargement or any change whatsoever.


 



    	




    	 



    

 


EXHIBIT
2


 


ASSIGNMENT


 


FOR VALUE RECEIVED,  _____________________________, the undersigned
Holder hereby sell, assigns, and transfer all of the rights of the undersigned under the within Warrant with respect to the number
of shares of Common Stock issuable upon the exercise of such Warrant set forth below, unto the Assignee identified below, and does
hereby irrevocable constitute and appoint   to effect such transfer of rights on the books of the Company, with full power
of substitution:


 


	Number of Shares

Name of Assignee 	 	Address of Assignee	 	of
                                                                                                  Common Stock
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


	 	 	 	 	 
	Dated:	 	 	 	 
	(Signature of Holder) 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 (Print or type name)	 	 	 



 


NOTICE: The signature of this Exercise
Agreement must correspond with the name as written upon the face of the within Warrant, or upon the Assignment thereof, if applicable,
in every particular, without alteration, enlargement or any change whatsoever.


 


CONSENT OF ASSIGNEE


 


I HEREBY CONSENT to abide by the terms and
conditions of the within Warrant.


 














	 	 	 	 	 
	Dated:	 	 	 	 
	(Signature of Assignee)	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 (Print or type name)