Exhibit 4.2


 


CONSENT AND WAIVER


 


The undersigned are
the holders (the “Noteholders”) of more than fifty percent (50%) of the outstanding principal of 8% secured
convertible promissory notes in the aggregate original principal amount of $1,750,000 due March 31, 2017 (the “Notes”)
and related warrants for the purchase of 3,500,000 shares of common stock of Good Earth (the “Warrants”) issued
by Good Earth Energy Conservation, Inc., a Delaware corporation (“Good Earth”), under a Note and Warrant Purchase
Agreement dated April 10, 2012, as amended (the “Purchase Agreement”), pursuant to a series of closings on April 10,
2012, April 15, 2012, May 8, 2012 and July 16, 2012. The Notes are secured by a security interest in certain assets of Good Earth
granted to Fort Worth EV Investors L.L.C., a Texas limited liability company, as agent for the Noteholders, pursuant to a Security
Agreement dated April 10, 2012 (the “Security Agreement”). In connection with the issuance of the Notes and
the Warrants, Good Earth and the Noteholders also executed and delivered Equityholders Agreements dated April 10, 2012 and July
16, 2012 (the “Equityholders Agreements”) and Registration Rights Agreements dated April 10, 2012 and July 16,
2012 (the “Registration Agreements” and together with the Notes, the Warrants, the Purchase Agreement, the Security
Agreement and the Equityholders Agreements, the “Transaction Documents”).


 


The Board of Directors
and stockholders of Good Earth have approved the merger of Good Earth with and into Numbeer Acquisition, Inc., a Nevada corporation
(“Acquisition”), a wholly-owned subsidiary of Numbeer, Inc., a publicly-held Nevada shell company (“Numbeer”),
with Good Earth as the surviving entity (the “Merger”), under an Agreement of Merger and Plan of Reorganization
attached hereto as Exhibit A and by reference made a part hereof (the “Plan”). Pursuant to the Plan
each share of common stock, $0.01 par value of Good Earth (“Good Earth Common Stock”) issued and outstanding
immediately prior to the effective date of the Merger will be converted into a 0.39733333 fractional share of common stock, $0.001
par value, of Numbeer (“Numbeer Common Stock”).


 


The Board of Directors
of Numbeer has approved Amended and Restated Articles of Incorporation of Numbeer attached hereto as Exhibit B and
by reference made a part hereof (the “Amendment”), to (1) increase its authorized capital stock to 110,000,000
shares, of which 100,000,000 will be designated Common Stock and 10,000,000 will be designated Preferred Stock, (2) effect
a forward-split (the “Split”) such that each share of Numbeer Common Stock issued and outstanding immediately
prior to filing of the Amendment will be converted into that number of shares of Numbeer Common Stock obtained by dividing each
share of Numbeer Common Stock by 0.39733333, with the effect that following the Merger and the Split, for each one share of Good
Earth Common Stock issued and outstanding as of the date hereof, there shall be substituted one share of Numbeer Common Stock,
and (3) change the name of Numbeer to “Good Earth Energy Conservation, Inc.” The Amendment will be filed with
the Nevada Secretary of State after the consummation of the Merger and as soon as practical after all regulatory requirements have
been satisfied.


 




    	 



    	 



    

 


The undersigned hereby:


 


(a)          waive
the right to receive prior written notice of the proposed Merger as required by the Transaction Documents;


 


(b)          waive
any rights of appraisal in connection with the consummation of the Merger;


 


(c)          waive
any anti-dilution adjustments to the number of shares of common stock of Good Earth into which the Notes are convertible or for
which the Warrants are exercisable that occur on or before the Merger;


 


(d)          consent
to the Merger in accordance with the terms and provisions of the Plan;


 


(e)          acknowledge
that the obligations of Good Earth under the Transaction Documents will continue to be the obligations of Good Earth following
the Merger, except as modified by this Consent and Waiver;


 


(f)          consent
to the assumption by Numbeer of the Notes and the Warrants and to the substitution of shares of Numbeer Common Stock for shares
of Good Earth Common Stock issuable upon conversion of the Notes and exercise of the Warrants on the following terms: (1) immediately
following the effective date of the Merger, each share of Good Earth Common Stock issued and outstanding immediately prior to the
Merger will be converted into a 0.39733333 fractional share of Numbeer Common Stock, and (2) immediately following the effective
date of the Split, each share of Numbeer Common Stock issued and outstanding immediately prior to filing of the Amendment will
be converted into that number of shares of Numbeer Common Stock obtained by dividing each share of Numbeer Common Stock by 0.39733333,
with the effect that following the Merger and the Split, for each one share of Good Earth Common Stock subject to the Notes and
the Warrants as of the date hereof, there shall be substituted one share of Numbeer Common Stock;


 


(g)          extend
the date on which the interest rate on the Notes will increase from eight percent (8%) per annum to twelve percent (12%) per annum
under Section 9 of the Purchase Agreement to May 31, 2013; and


 


(h)          except
as modified by this Consent and Waiver, ratify and reaffirm in all respects all of the covenants, terms and conditions of the Transaction
Documents, and all documents, instruments and agreements executed in conjunction therewith.


 


Executed in counterparts
effective as of May 22, 2013.


 


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blank]


 




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	Agent for the Noteholders:	Fort Worth EV Investors L.L.C.,
	 	a Texas limited liability company
	 	 
	 	By:	/s/ James K. Phillips
	 	 	James K. Phillips,
	 	 	Authorized Signatory
	 	 
	Noteholders:	Fort Worth EV Investors L.L.C.,
	 	a Texas limited liability company
	 	 
	 	By:	/s/ James K. Phillips
	 	 	James K. Phillips,
	 	 	Authorized Signatory


 




    	[signature page 1 – Consent and Waiver]



    	 



    

 


	 	Brigadier Investment Group
	 	 
	 	By:	/s/ Craig Kirsch
	 	Name:	Craig Kirsch
	 	Title:	Managing Member


 




    	[signature page 2 – Consent and Waiver]



    	 



    

 


	 	Evolution Capital Partners LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	[signature page 3 – Consent and Waiver]



    	 



    

 


	 	Gerald Entine 1988 Family Trust
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	[signature page 4 – Consent and Waiver]



    	 



    

 


	 	The A and C Horn Trust
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Trustee


 






    	[signature page 5 – Consent and Waiver]



    	 



    

 


	 	 
	 	Tom Niedermeyer


 




    	[signature page 6 – Consent and Waiver]



    	 



    

 


EXHIBIT A


 


AGREEMENT OF MERGER

AND PLAN OF REORGANIZATION


 


EXHIBIT B


 


AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF NUMBEER, INC.