THE WARRANTS REPRESENTED BY THIS WARRANT
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL OR STATE
SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.


 


THE WARRANTS REPRESENTED BY THIS WARRANT
CERTIFICATE ARE SUBJECT TO A WARRANT AGREEMENT AND FIXES THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE HOLDER OF THE WARRANTS.
A COPY OF THE WARRANT AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS.


 


NUMBEER, INC.


 


GOOD EARTH ENERGY CONSERVATION, INC.

WARRANT CERTIFICATE


 


	No. ________	__________, 20__


 


This Warrant Certificate
certifies that ZEUS Corp, a Marshall Islands company and its permitted assigns, are entitled to purchase from Numbeer, Inc.
and Good Earth Energy Conservation, Inc., a Nevada and Delaware corporation, respectively, (the “Company”),
______________ duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $0.001 par value
per share (the “Common Stock”), of the Company at the purchase price per share of ____________ (the “Purchase
Price”), at any time or from time to time prior to 5:00 P.M., Central Standard Time, January 06, 2019 (such date, the
“Expiration Date”), all subject to the terms, conditions and adjustments set forth in the Convertible Promissory
Note of even date herewith (as may be amended from time to time, the “Promissory Note”), by and among the Company
and the holder of the Promissory Note (the “Holder”).


 


The warrants represented
by this Warrant Certificate are warrants to purchase Common Stock (each, a “Warrant” and collectively, the “Warrants,”
such term to include any such warrants issued in substitution therefor). The Warrants may be exercised in whole or in part in the
manner provided in the Promissory Note. The Warrants originally issued evidence rights to purchase the number of shares of Common
Stock reflected above, subject to adjustment as provided in the Promissory Note. The applicable provisions of the Promissory Note
are hereby incorporated by reference in and made a part of this Warrant Certificate.


  


	 	Good Earth Energy Conservation, Inc.
	 	 	 
	 	By:  	 
	 	 	James R. Emmons, President





 






    	 



    	 



    

 





Exhibit 1


To Warrant Certificate







 


Form of Election


[To be executed upon exercise or exchange
of the Warrant]


 





	To:	Good Earth Energy Conservation, Inc.
	 	7660 Pebble Drive
	 	Fort Worth, Texas 76118







 


The undersigned registered holder of the
enclosed Warrant Certificate hereby exchanges/exercises __________ of the Warrants represented by such Warrant Certificate
and purchases __________ shares of Common Stock and/or other such securities and property in such type, number and/or amount
as provided in the Warrant Agreement and herewith makes payment of $__________ therefore, and requests that the certificates for
such shares and/or other evidences of such other securities and property, as the case maybe, be issued in the name of, and delivered
to _________________________________, whose address is _______________________________ ________________________________.


 


 


	Dated:  	 	 	
	 	 	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant Certificate)
	 	 	 	 
	 	 	 	 
	 	 	 	 (Street
    Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(City)
    (State) (Zip Code)





 


Signed in the Presence of:


 


	 	 	 	 


 


Acknowledged and Accepted:


 


Good Earth Energy Conservation, Inc.


  


	By:	 	 
	Name:  	 	 
	Title:	 	 


 






    	 



    	 



    

 





Exhibit 2


To Warrant Certificate







 


Form of Assignment


[To be executed upon assignment of the
Warrant]


 


	To:	Good Earth Energy Conservation, Inc.
	 	7660 Pebble Drive
	 	Fort Worth, Texas  76118


 


FOR VALUE RECEIVED, the
undersigned registered Holder of the enclosed Warrant Certificate hereby sells, assigns and transfers unto _________________________________,
whose address is _______________________________________________________________, __________ of the Warrants represented by such
Warrant Certificate to purchase shares of Common Stock of the Company and/or other such securities and property in such type, number
and/or amount as provided in the Promissory Note, and, if such Warrants shall not include all of the Warrants represented by the
enclosed Warrant Certificate, the Company shall issue and deliver a new Warrant Certificate to the undersigned of like tenor for
the remaining Warrants not transferred hereunder, and does hereby irrevocably constitute and appoint ___________________
attorney, to register such transfer on the books of the Company maintained for such purpose, with full power of substitution.


 


	Dated:  	 	 	
	 	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate)
	 	 	 	 
	 	 	 	 
	 	 	 	 (Street Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(City) (State) (Zip Code)


  


Signed in the Presence of:


 


	 	 	 


 


Acknowledged and Accepted:


 


Good Earth Energy Conservation, Inc.


  


	By:	 	 
	Name:  	 	 
	Title: