EXHIBIT A


 


NEITHER THIS SECURITY NOR
THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES
ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
SUCH SECURITIES.


 


THESE SECURITIES MAY NOT
BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A SECURITIES
PURCHASE AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE COMPANY.


 


Original Issue Date: ________________________


Original Conversion Price (subject to adjustment
herein): $0.175


 


$_______________


 


 


Variable
rate SENIOR SECURED CONVERTIBLE DEBENTURE


DUE
January 31, 2015


 


THIS VARIABLE RATE SENIOR
SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Senior Secured Convertible
Debentures of People’s Liberation, Inc., a Delaware corporation, (the “Company”), having its principal
place of business at 1212 S. Flower Street, 5th Floor, Los Angeles, CA 90015, designated as its Variable Rate Senior
Secured Convertible Debenture due January 31, 2015 (this debenture, the “Debenture” and, collectively with the
other debentures of such series, the “Debentures”).


 


FOR VALUE RECEIVED, the
Company promises to pay to ________________________ or its registered assigns (the “Holder”), or shall have
paid pursuant to the terms hereunder, the principal sum of $_______________ on January 31, 2015 (the “Maturity Date”)
or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the
Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof.
This Debenture is subject to the following additional provisions:


 






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Section 1.Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined
herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 


“Aggregate
Subscription Amount” means the aggregate principal amount of all Debentures issued by the Company pursuant to the Purchase
Agreement.


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(e).


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule
1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or
any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case
or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is
adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the
Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part
of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant
Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof
calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company
or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence
in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Buy-In”
shall have the meaning set forth in Section 4(d)(v).


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(c).


 


“Conversion
Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.


 






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“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Debenture in accordance with
the terms hereof.


 


“Debenture
Ownership Percentage” means the percentage obtained by dividing (a) the Total Debenture Shares by (b) the Fully Diluted
Common Stock, determined immediately following the Second Closing (or, if no Second Closing occurs, the First Closing).


 


“Debenture
Register” shall have the meaning set forth in Section 2(c).


 


“Event
of Default” shall have the meaning set forth in Section 6(a).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).


 


“Incremental
Debenture Shares” means, as of a date of determination, a number of shares of Common Stock determined by dividing (a)
the amount obtaining by multiplying the Surplus Judgment Amount by the Debenture Ownership Percentage by (b) the Minimum Share
Price on such date of determination.


 


“Interest
Conversion Shares” shall have the meaning set forth in Section 2(a).


 


“Interest
Payment Date” shall have the meaning set forth in Section 2(a).


 


“Interest
Share Amount” shall have the meaning set forth in Section 2(a).


 


“Late
Fees” shall have the meaning set forth in Section 2(d).


 


“LIBOR”
means the rate per annum equal to the offered rate for deposits in U.S. dollars for a one month period appearing on the Dow Jones
Markets Telerate Page 3750 as of 11:00 a.m., London time, on the first Business Day of a calendar quarter. If for any reason, such
rate is not available on the first Business Day of a calendar quarter, then the term “LIBOR” shall mean, with respect
to the rate to be determined on the first Business Day of a calendar quarter, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO page (or any successor page) as the London interbank offered rate
for deposits in U.S. dollars as of approximately 11:00 a.m., London time, for a one month period; provided, that if more
than one rate is specified on such Reuters Screen LIBO page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%). In the event that no such rate can be obtained by any of the above
means, then LIBOR, for purposes of this definition, with respect to the rate to be determined on the first Business Day of a calendar
quarter, shall mean the rate per annum at which, as determined in good faith by the Company, U.S. Dollars in an amount comparable
to the loans evidenced by this Debenture and then outstanding are being offered to leading banks at approximately 11:00 a.m., London
time, on the relevant first Business Day of a calendar quarter for settlement in immediately available funds by leading banks in
the London interbank market for a period equal to one month.


 






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“Mandatory
Default Amount” means the outstanding principal amount of this Debenture, plus 100% of accrued and unpaid interest hereon,
and all other amounts, costs, expenses due in respect of this Debenture.


 


“Maximum
Share Limitation” shall have the meaning set forth in Section 4(e).


 


“Minimum
Share Price” means, as of any date of determination, the greater of (a) the Original Conversion Price (subject to adjustment
herein) and (b) the VWAP on the Trading Day immediately preceding the applicable date of determination.


 


“Net
Wind Down Costs” means (a) the actual cash payments made by the Company or any of its Subsidiaries to pay or otherwise
discharge from and after November 1, 2011 liabilities incurred by the Company or its Subsidiaries to wind-down and cease operating
the Company’s wholesale and retail apparel business, plus (b) the actual cash payments made by the Company or any of its
Subsidiaries to pay or otherwise discharge from and after January 1, 2012 direct costs incurred in operating retail stores, less
(c) the sum of the Company’s cash and cash equivalents as of December 31, 2011 and the actual cash receipts by the Company
or any its Subsidiaries after December 31, 2011 with respect to accounts receivable and inventories as of December 31, 2011 (as
shown on the Company’s audited consolidated balance sheet as of such date).


 


“New
York Courts” shall have the meaning set forth in Section 7(d).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Original
Conversion Price” means $0.175.


 


“Original
Issue Date” means the date of the first issuance of the Debentures, regardless of any transfers of any Debenture and
regardless of the number of instruments which may be issued to evidence such Debentures.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of February 2, 2012 among the Company and the original Holders,
as amended, modified or supplemented from time to time in accordance with its terms.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(d)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(e).


 


“Surplus
Judgment Amount” means, with respect to any monetary judgment, writ or similar final process that results in an Event
of Default under Section 6(a)(iv) of this Debenture, the amount of such monetary judgment, writ or similar final process in excess
of $1,250,000 that the Company pays or is required to pay in respect thereto (excluding, for purposes of this calculation, any
amount that is covered by an unaffiliated insurance company that has not denied coverage in writing (unless such denial of coverage
is being contested in good faith by appropriate proceedings promptly instituted and diligently pursued)).


 






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“Total
Debenture Shares” means the aggregate number of shares of Common Stock that may be acquired immediately following the
Second Closing (or, if no Second Closing occurs, the First Closing) upon conversion at the Original Conversion Price of the aggregate
principal amount of all of the Debentures issued pursuant to the Purchase Agreement (without regard to any limitations on conversion
hereof, including without limitation, the Maximum Share Limitation), subject to adjustment herein.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


Section 2.Interest.


 


a)Payment
of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Debenture at the rate per annum of LIBOR, payable on each Conversion Date (as to that principal amount
then being converted) and on the Maturity Date (each such date, an “Interest Payment Date”) (if any Interest
Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash or,
at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock at the
Conversion Price (the dollar amount to be paid in shares, the “Interest Share Amount” and such shares, the “Interest
Conversion Shares”)) or a combination thereof.


 


b)Company’s
Election to Pay Interest in Cash or Kind. Subject to the terms and conditions herein, the decision whether to pay interest
hereunder in cash, Interest Conversion Shares or a combination thereof shall be at the sole discretion of the Company. At least
15 days prior to the Interest Payment Date, the Company shall deliver to the Holder a written notice of its election to pay interest
hereunder on the applicable Interest Payment Date either in cash, Interest Conversion Shares or a combination thereof and the Interest
Share Amount as to the applicable Interest Payment Date, provided that the Company may indicate in such notice that the election
contained in such notice shall apply to future Interest Payment Dates until revised by a subsequent notice. During any Interest
Notice Period, the Company’s election (whether specific to an Interest Payment Date or continuous) shall be irrevocable as
to such Interest Payment Date. Subject to the aforementioned conditions, failure to timely deliver such written notice to the Holder
shall be deemed an election by the Company to pay the interest on such Interest Payment Date in Interest Conversion Shares.


 






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c)Interest
Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and
shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all
accrued and unpaid interest and other amounts which may become due hereunder, has been made. Payment of interest in Interest Conversion
Shares shall otherwise occur pursuant to Section 4(d)(ii) herein and, solely for purposes of the payment of interest in shares,
the Interest Payment Date shall be deemed the Conversion Date. Interest shall cease to accrue with respect to any principal amount
converted, provided that, the Company actually delivers the Conversion Shares within the time period required by Section 4(d)(ii)
herein. Interest hereunder will be paid to the Person in whose name this Debenture is registered on the records of the Company
regarding registration and transfers of this Debenture (the “Debenture Register”).


 


d)Late
Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the
lesser of 10% per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue
daily from the date such interest is due hereunder through and including the date of actual payment in full.


 


e)Prepayment.
The Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder.


 


f)Mandatory
Prepayment at Holder’s Election. If the Second Closing does not occur for any reason other than as a result of the Holder’s
breach of its obligations under the Purchase Agreement, then the Holder may, upon written notice to the Company delivered at any
time prior to a date which is thirty (30) days prior to the first (1st) anniversary of the date of this Debenture, demand
that the Company repay the outstanding principal amount of this Debenture, plus accrued but unpaid interest, liquidated damages
and other amounts owing in respect thereof through the date of acceleration, which amount shall become immediately due and payable
in cash on the first (1st) anniversary of the date of this Debenture.


 


Section 3.Registration
of Transfers and Exchanges.


 


a)Different
Denominations. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer
or exchange.


 


b)Investment
Representations. This Debenture has been issued subject to certain investment representations of the original Holder set forth
in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal
and state securities laws and regulations.


 






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c)Reliance
on Debenture Register. Prior to due presentment for transfer to the Company of this Debenture, the Company and any agent of
the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof
for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and
neither the Company nor any such agent shall be affected by notice to the contrary.


 


Section 4.Conversion.


 


a)Voluntary
Conversion by Holder. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture
shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to
time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto
as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture
to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”).
If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion
is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture
to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so
converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount
equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted
and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within two (2) Business Days
of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling
and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge
and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid
and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.


 


b)Conversion
at Company Option on Maturity Date. On the Maturity Date provided that no Event of Default has occurred and is continuing,
the Company may, at the Company’s option, convert, in whole or in part, the unconverted and then outstanding principal amount
of this Debenture, into shares of Common Stock at the Conversion Price. The Company shall effect a conversion of all or a portion
of this Debenture by delivering to the Holder written notice at least 30 days prior to the Maturity Date of its intention to convert
the Debenture on or before the Maturity Date, specifying therein the principal amount of this Debenture to be converted on the
Maturity Date (which, for purposes of such conversion, shall be the Conversion Date). Subject to the terms and conditions herein,
the decision whether pay the principal amount of this Debenture in cash or to convert the principal amount of this Debenture into
shares of Common Stock (or a combination thereof) on the Maturity Date shall be at the sole discretion of the Company.


 






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c)Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to $0.175, subject to adjustment herein (the “Conversion
Price”).


 


		d)	Mechanics of Conversion.



 


i.Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall
be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y)
the Conversion Price.


 


ii.Delivery
of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share Delivery
Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing
the number of Conversion Shares being acquired upon the conversion of this Debenture (including, if the Company has given continuous
notice pursuant to Section 2(b) for payment of interest in Interest Conversion Shares) and (B) a bank check in the amount of accrued
and unpaid interest (if the Company has elected or is required to pay accrued interest in cash).


 


iii.Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to
the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event
the Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return
to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv.Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion
of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by
the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that
such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the
event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may
not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in
any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and
or enjoining conversion of all or part of this Debenture shall have been sought and obtained. In the absence of such injunction,
the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. 


 



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v.Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder,
if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating
to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition
to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase
price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number
of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale
price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B)
at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount
of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii).
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and,
upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock
upon conversion of this Debenture as required pursuant to the terms hereof.


 


vi.Reservation
of Shares Issuable Upon Conversion. Subject to and following the Company obtaining Stockholder Approval pursuant to Section
4.15 of the Purchase Agreement, the Company covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest
on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons
other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock
as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments
and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Debenture and payment of interest
hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized,
validly issued, fully paid and nonassessable and, if a registration statement is then effective under the Securities Act, shall
be registered for public resale in accordance with such registration statement.


 






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vii.Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Debenture.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share.


 


viii.Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made
without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificates, provided 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 such certificate upon conversion in a name other than that of the Holder of this Debenture
so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons
requesting the issuance 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. The Company shall pay all Transfer Agent fees required for same-day processing of any
Notice of Conversion.


 


e)Limitation
on Conversion. Notwithstanding anything to the contrary contained in this Debenture, this Debenture shall not be convertible
into Conversion Shares if the issuance of such Conversion Shares would cause the Company to exceed the aggregate number of shares
of Common Stock which the Company may issue upon conversion or exercise (as the case may be) of all Debentures and Warrants (as
defined in the Purchase Agreement), which aggregate number of shares of Common Stock is 86,000,000 (the “Maximum Share
Limitation”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders
as provided for in Section 4.15 of the Purchase Agreement to increase the authorized number of shares of its Common Stock and the
authorized number of shares of the Company’s Common Stock is so increased by the filing of an amendment to the Company’s
Certificate of Incorporation. To the extent the above limitation applies, the determination of whether this Debenture shall be
convertible vis-à-vis the Debentures and Warrants owned by all Holders and of which such securities shall be exercisable
or convertible (as among all such securities owned by the Holders) shall, subject to such Maximum Share Limitation, be determined
on the basis of the first submission to the Company for conversion or exercise (as the case may be). The limitations contained
in this paragraph shall apply to a successor Holder of this Debenture.


 






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Section 5.Certain Adjustments.


 


a)Stock
Dividends and Stock Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment
of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues,
in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion
Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury
shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)Post
Closing Adjustment – Net Wind Down Costs. In the event that the audited financial statements of the Company for the year
ended December 31, 2012 demonstrate that the Net Wind Down Costs exceeds $2.75 million then, on the earlier of the date that such
difference is determined by mutual agreement of the parties or such audited financial statements are delivered to the Company (the
difference between the disclosed amount and the actual amount, the “Adjustment Delta”), then the Conversion
Price shall be reduced, and only reduced, to equal the product of (A) the Conversion Price multiplied by (B) the fraction determined
by dividing (1) the Aggregate Subscription Amount minus the Adjustment Delta by (2) the Aggregate Subscription Amount.


c)Post
Closing Adjustment – Event of Default. If, following an Event of Default described in Section 6(a)(iv) of this Debenture,
the Holder makes the election described in Section 6(c) of this Debenture and the Company does not repay the outstanding principal
amount of this Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof within
ninety (90) days following the date of Holder’s election, then, on the date which is ninety-one (91) days following the date
of Holder’s election, the Conversion Price shall be reduced, and only reduced, to equal the product of (A) the Conversion
Price multiplied by (B) the fraction determined by dividing (1) the Total Debenture Shares by (2) the Total Debenture Shares plus
the Incremental Debenture Shares.


 






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d)Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time
the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property
pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Debenture
(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in
the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


e)Pro
Rata Distributions. During such time as this Debenture is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"),
at any time after the issuance of this Debenture, then, in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Debenture (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the
participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any
such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of
such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 






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f)Fundamental
Transaction. If, at any time while this Debenture is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other
business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Debenture,
the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately
prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Debenture
is convertible immediately prior to such Fundamental Transaction. For purposes of any such conversion, the determination of the
Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any conversion of this Debenture following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Debenture and the other Transaction Documents (as defined in the Purchase Agreement) in accordance
with the provisions of this Section 5(f) pursuant to written agreements in form and substance reasonably satisfactory to the Holder
and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder
of this Debenture, deliver to the Holder in exchange for this Debenture a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Debenture which is convertible for a corresponding number of shares
of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon conversion of this Debenture (without regard to any limitations on the conversion of this Debenture) prior to such Fundamental
Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking
into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares
of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic
value of this Debenture immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed
to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Debenture and
the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Debenture and the other
Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 






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g)Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.


 


h)Notice
to the Holder.


 


i.Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


ii.Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause
to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered
to the Holder at its last address as it shall appear upon the Debenture Register, at least twenty (20) calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein
or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.


 






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Section 6.Events of Default.


 


a)“Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether
such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


i.any
default in the payment of (A) the principal amount of any Debenture or (B) interest, liquidated damages and other amounts owing
to a Holder on any Debenture, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity
Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B)
above, is not cured within 10 Trading Days;


 


ii.the
Company shall fail to observe or perform any other covenant or agreement contained in the Debentures which failure is not cured,
if possible to cure, within 5 Trading Days after notice of such failure sent by the Holder;


 


iii.the Company
or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;
or


 


iv.any monetary
judgment, writ or similar final process that is non-appealable (or the Company, within 90 days thereafter, does not file an appeal)
shall be entered by a court of competent jurisdiction against the Company, any Significant Subsidiary or any of their respective
property or other assets for more than $1,250,000 (except to the extent that the amount of any judgment, writ or similar final
process in excess of $1,250,000 is covered by an unaffiliated insurance company that has not denied coverage in writing (unless
such denial of coverage is being contested in good faith by appropriate proceedings promptly instituted and diligently pursued)),
and such judgment, writ or similar final process is directly attributable to claims based on events or circumstances (including
actions or omissions) arising prior to the Original Issue Date.


 






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b)Remedies
Upon Certain Events of Default. If any Event of Default described in Sections 6(a)(i), 6(a)(ii) or 6(a)(iii) occurs (but excluding
any Event of Default arising under Section 6(a)(iv)), the outstanding principal amount of this Debenture, plus accrued but unpaid
interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the
Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing 5 days after the occurrence
of any Event of Default described in Sections 6(a)(i), 6(a)(ii) or 6(a)(iii) (but excluding any Event of Default arising under
Section 6(a)(iv)) that results in the eventual acceleration of this Debenture, the interest rate on this Debenture shall accrue
at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in
full of the Mandatory Default Amount, the Holder shall promptly surrender this Debenture to or as directed by the Company. In connection
with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest
or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its
rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and
annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Debenture until
such time, if any, as the Holder receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon.


 


c)Remedies
Upon Other Events of Default. If an Event of Default described in Section 6(a)(iv) occurs, as the Holder’s sole and exclusive
remedy for such Event of Default, within thirty (30) days following such Event of Default the Holder may, but shall have no obligation
to, notify the Company in writing of the Holder’s election for the Company, at the Company’s option, to either (i)
repay the outstanding principal amount of this Debenture, plus accrued but unpaid interest, liquidated damages and other amounts
owing in respect thereof through the date of payment, or (ii) adjust the Conversion Price in the manner provided for in Section
5(c) of this Debenture. For a period of ninety (90) days following the Holder’s written notice under this Section 6(c), the
Company may, but shall have no obligation to, repay the outstanding principal amount of this Debenture, plus accrued but unpaid
interest, liquidated damages and other amounts owing in respect thereof. If the Company fails to repay the Debenture within such
ninety (90) day period, then the Conversion Price shall be adjusted in the manner provided for in Section 5(c) of this Debenture.


 


Section 7.Miscellaneous.


 


a)Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company
may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a). Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile,
or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the
Holder appearing on the books of the Company, or if no such facsimile number or address appears on the books of the Company, at
the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York
City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to
be given.


 






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b)Absolute
Obligation. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable,
on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt
obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under
the terms set forth herein.


 


c)Lost
or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen
or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed, but
only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory
to the Company.


 


d)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of
the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates,
directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City
of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding 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 Debenture 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 applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Debenture or the
transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Debenture,
then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other
costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 






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e)Waiver.
Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to
be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the
Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture
on any other occasion. Any waiver by the Company or the Holder must be in writing.


 


f)Severability.
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons
and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable
law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of
interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at
any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury
law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on
this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants
or the performance of this Debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits
or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been
enacted.


 






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g)Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


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


 


i)Secured
Obligation. The obligations of the Company under this Debenture are secured by all assets of the Company and each Subsidiary
pursuant to (i) the Security Agreement, dated as of February 3, 2012 between the Company, the Subsidiaries of the Company and the
Secured Parties (as defined therein), (ii) the Deposit Control Agreement and (iii) the .


 


(Signature
Page Follow)






    	19



    	 



    





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


 


 


	
        people’s liberation,
        inc.

         

         

	
        By:__________________________________________

        Name: Colin Dyne

        Title: Chief Executive Officer

         

        Facsimile No. for delivery of Notices: (213) 745-2032



 






    	20



    	 



    
 


ANNEX A


 


NOTICE OF CONVERSION





 


The undersigned
hereby elects to convert principal under the Variable Rate Senior Secured Convertible Debenture due January 31, 2015 of People’s
Liberation, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common
Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are
to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.
No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


By the delivery
of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does
not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange
Act.


 


The undersigned
agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer
of the aforesaid shares of Common Stock.


 


Conversion calculations:


Date to Effect
Conversion:


 


Principal Amount of Debenture
to be Converted:


 


Payment of Interest in Common
Stock __ yes __ no


If yes, $_____ of Interest
Accrued on Account of Conversion at Issue.





Number of shares of Common
Stock to be issued:








Signature:





Name:





Address for Delivery
of Common Stock Certificates:


 


Or


 


DWAC Instructions:


 


Broker No:_________


Account No:________


 






    	Annex A



    	 



    
 


Schedule 1


 


CONVERSION SCHEDULE


 


The Variable Rate Senior Secured Convertible
Debentures due on January 31, 2015 in the aggregate principal amount of $____________ are issued by People’s Liberation,
Inc., a Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture.


 


Dated:


 


	
         

        Date of Conversion

        (or for first entry, Original Issue
        Date)
	
         

        Amount of Conversion
	
        Aggregate Principal Amount Remaining Subsequent
to Conversion

        (or original Principal Amount)
	
         

        Company Attest

	
         

         

         
	
         

         
	
         

         
	
         

         

	
         

         

         
	
         

         
	
         

         
	
         

         

	
         

         

         
	
         

         
	
         

         
	
         

         

	
         

         

         
	
         

         
	
         

         
	
         

         

	
         

         

         
	
         

         
	
         

         
	
         

         

	
         

         

         
	
         

         
	
         

         
	
         

         

	
         

         

         
	
         

         
	
         

         
	
         

         

	
         

         

         
	
         

         
	
         

         
	
         

         

	
         

         

         
	
         

         
	
         

         
	
         

         









    	Schedule 1