THIS DEBENTURE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS;
AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.


 


	
         

        $[________] 
	 	
         

        January
        [ ], 2012



 


LUXEYARD,
INC.


 


10%
CONVERTIBLE DEBENTURE


 


FOR
VALUE RECEIVED, LUXEYARD, INC, a Delaware corporation (the “Company”), with its principal office at 4063 Glencoe
Avenue, Suite A, Marina Del Rey, California 90292 hereby promises to pay to the order of [_________________________________] (“Holder”),
the principal amount of [________________________________________] on January [ ], 2014, (the “Maturity Date”), or
earlier as hereinafter provided. 


 


Interest
on the outstanding principal balance shall accrue at a rate of ten percent (10%) per annum, commencing on the date hereof, such
interest shall be compounded annually and added to the principal amount of this Debenture and either available for conversion into
shares of Common Stock pursuant to the terms hereof or shall be due and payable together with any unconverted or unpaid principal
amount on the Maturity Date.


 


All
capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Debenture Purchase Agreement dated
of even date herewith.


 


ARTICLE
1.


Events of Default and Acceleration


 


(a)   Events
of Default Defined. The entire unpaid principal amount of this Debenture, together
with interest thereon shall, on written notice to the Company given by the Holder, become and be due and payable if any one or
more of the following events (“Events of Default”) shall have occurred (for any reason whatsoever and whether such
happening shall be voluntary or involuntary, or shall be effected or shall come about by operation of law pursuant to or in compliance
with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and
be continuing. An Event of Default shall occur:


 


(i)     if
there is a failure to pay any principal of this Debenture when and as the same shall become due and such failure shall continue
for a period of ten (10) days after such payment is due; or


 


(ii)     if
failure shall be made in the payment of any installment of interest on this Debenture when and as the same shall become due and
payable whether at maturity or otherwise and such failure shall continue for ten (10) days after receipt of notice that such payment
has not been made; or


 



    	 



    	 



    



(iii)     if
the Company shall consent to the appointment of a receiver, trustee or liquidator of itself or of a substantial part of its property,
or shall admit in writing its inability to pay its debts generally as they become due, or shall make a general assignment for the
benefit of creditors, or shall file a voluntary petition in bankruptcy, or an answer seeking reorganization in a proceeding under
any bankruptcy law (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against
the Company in any such proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any
other now existing or future bankruptcy or other similar law providing for the reorganization or winding up of corporations, or
an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against
it or them be adjudicated a bankrupt, or the Company or its directors or a majority of its stockholders shall vote to dissolve
or liquidate the Company; or


 


(iv)     if
an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future
bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement,
composition, extension or adjustment with its or their creditors, and such petition shall not be stayed or vacated or set aside
within ninety (90) days from the filing thereof; or


 


(v)     if
a court of competent jurisdiction shall enter an order, judgment or decree appointing, without consent of the Company, a receiver,
trustee or liquidator of the Company or of all or any substantial part of the property of the Company, or approving a petition
filed against the Company seeking a reorganization or arrangement of the Company under the Federal bankruptcy laws or any other
applicable law or statute of the United States of America or any State thereof, or any substantial part of the property of the
Company shall be sequestered; and such order, judgment or decree shall not be stayed or vacated or set aside within ninety (90)
days from the date of the entry thereof.


 


ARTICLE 2.


Conversion


 


(a)
Voluntary Conversion. At any time after the date hereof until the Maturity
Date, the principal and interest due under the Debenture shall be convertible, in whole or in part, into shares of common stock
of the Company (the “Common Stock”) at the option of the Holder. Such Common Stock shall be calculated on a post-Forward
Stock Split basis. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is
attached hereto as Annex A (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”), provided that
such date is on or after the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion,
or the stated conversion date is prior to date of delivery of the 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 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
Price. The conversion price in effect on any Conversion Date shall be equal $0.30
per share, as may be adjusted as set forth below. This Conversion Price already takes into account the Forward Stock Split.


 



    	-2-



    	 



    



(c)    Mechanics
of Conversion.


 


(i)    Conversion
Shares Issuable upon Conversion of Principal Amount and accrued Interest Amount. The
number of shares of Common Stock 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 five 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 Conversion Shares representing the number of shares of Common Stock being acquired upon the conversion
of this Debenture. 


 


(iii)    Reservation
of Shares Issuable Upon Conversion. 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.


 


(iv)    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 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.


 


(d)    Adjustment
of Conversion Price.


 


(i)    Adjustments
for Splits, Reorganizations, Consolidations, Mergers. Notwithstanding the Forward
Stock Split, should any change be made to the Company’s common stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding common stock as a class without the Company’s
receipt of consideration, appropriate adjustments shall be made to the Conversion Price in order to prevent the dilution or enlargement
of the conversion rights hereunder. In case of any reorganization of the Company, or any other Company, the stock or securities
of which are at the time deliverable on the conversion of this Debenture, or in case the Company or such other Company shall consolidate
with or merge into another Company, or convey all or substantially all of its assets to another Company, the holder of this Debenture,
upon the conversion hereof, shall be entitled to receive, in lieu of the Common Stock called for hereby, the stock or other securities
or property to which such holder hereof would have been entitled upon the consummation of such reorganization, consolidation, merger,
or conveyance if he had converted this Debenture immediately prior thereto; and in such case, the provisions of this Debenture
shall be applicable to the shares of stock or other securities or property thereafter deliverable upon the conversion of this Debenture.


 


(ii)    Issuance
of Additional Shares of Common Stock. At any time when this Debenture remains outstanding
and not satisfied in full, in the event the Company shall issue any additional shares of Common Stock or securities convertible
into shares of Common Stock, other than Excepted Issuances, at a price per share less than the Conversion Price then in effect
or without consideration, then the Conversion Price upon each such issuance shall be adjusted to the price equal to the consideration
per share paid for such additional shares of Common Stock. 


 



    	-3-



    	 



    



(e)    Maximum
Conversion. Holder shall not be entitled to convert on a Conversion Date that amount
of this Note in connection with that number of Shares of Common Stock which would be in excess of the sum of (i) the number of
Shares of Common Stock beneficially owned by Holder and its affiliates on a Conversion Date, (ii) any Shares of Common Stock issuable
in connection with the unconverted portion of this Note and (iii) the number of Shares of Common Stock issuable upon the conversion
of this Note with respect to which the determination of this provision is being made on a Conversion Date, that would result in
Holder and its Affiliates having beneficial ownership by of more than 4.99% of the outstanding Shares of Common Stock of Borrower
on such Conversion Date. For purposes of the immediately preceding sentence, “beneficial ownership” shall be determined
in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. Holder shall have the authority and obligation
to determine whether the restriction contained in this subsection (e) of Article 2 hereof will limit any conversion hereunder and
to the extent that Holder determines that the limitation contained in this Section applies, the determination of which portion
of this Note is convertible shall be the responsibility and obligation of Holder. Holder may waive the conversion limitation described
in this subsection (e) of Article 2 hereof, in whole or in part, upon and effective after 61 days prior written notice to Borrower
to increase such percentage to a maximum of 9.99%.


 


(f)    Mandatory
Conversion. If at any time prior to the Maturity Date, (a) the shares of Common Stock
underlying this Debenture are registered in a registration statement under the Securities Act or the shares of Common Stock
underlying this Debenture are available for resale pursuant to Rule 144 or similar rule, without limitation,
(b) for a period of ten (10) consecutive trading days the closing bid price for the Company’s Common Stock remains at or
above $1.00; and (c) the daily volume of the Common Stock during such consecutive ten (10) day period is at least 50,000 shares
per day, then all outstanding principal and accrued but unpaid interest under this Debenture shall automatically convert into shares
of Common Stock pursuant to the terms of this Article 2 but subject to the limitation provided by subsection (e) above (the “Mandatory
Conversion”). 


 


ARTICLE
3.


Miscellaneous


 


(a)     Transferability.
This Debenture shall not be transferred except in a transaction exempt from registration pursuant to the Securities Act and applicable
state securities law. The Company shall treat as the owner of this Debenture the person shown as the owner on its books and records.
The term “Holder” shall include the initial holder named on the first page of this Debenture and any subsequent holder
of this Debenture.


 


(b)     WAIVER
OF TRIAL BY JURY. IN ANY LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS DEBENTURE, THE
COMPANY WAIVES TRIAL BY JURY.


 


(c)     Usury
Saving Provision. All payment obligations arising under this Debenture are subject
to the express condition that at no time shall the Company be obligated or required to pay interest at a rate which could subject
the holder of this Debenture to either civil or criminal liability as a result of being in excess of the maximum rate which the
Company is permitted by law to contract or agree to pay. If by the terms of this Debenture, the Company is at any time required
or obligated to pay interest at a rate in excess of such maximum rate, the applicable rate of interest shall be deemed to be immediately
reduced to such maximum rate, and interest thus payable shall be computed at such maximum rate, and the portion of all prior interest
payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of principal.


 



    	-4-



    	 



    



(d)     Notice
to Company. Notice to the Company shall be given to the Company at its principal executive
offices, presently located at 4063 Glencoe Avenue, Suite A, Marina Del Rey, California 90262; Attention: Braden Richter,
or to such other address or person as the Company may, from time to time, advise the holder of this Debenture, or to the Holder
of this Debenture at the address set forth on the Company’s records. Notice shall be given by hand delivery, certified or
registered mail, return receipt requested, three days after being deposited in the US mail, by overnight courier service, which
provides evidence of delivery, one day after delivery to such courier for next day priority delivered and properly addressed, or
by telecopier if confirmation of receipt is given or of confirmation of transmission is sent as herein provided.


 


(e)     Governing
Law. This Agreement shall be governed by and construed in accordance with the internal
laws of the State of Delaware.


 


(f)     Expenses.
In the event that the Holder commences a legal proceeding in order to enforce its rights under this Debenture, the Company shall
pay all reasonable legal fees and expenses incurred by the Holder with respect thereto, if the Holder is successful in enforcing
such action.


 


(g)     This
Debenture shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns. In the event any one or more of the provisions contained in this Debenture
for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality of unenforceability
shall not affect any other provision of this Debenture or such other security documents, but this Debenture and the other security
documents shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.
This Debenture may not be changed orally, but only by an agreement in writing signed by the parties against whom enforcement of
any waiver, change, modification or discharge is sought.


 


 


[Signature
Page Follows]






    	-5-



    	 



    
 


 


[Signature
Page to Debenture]


 


IN
WITNESS WHEREOF, the Company has executed this Debenture as of the date and year first aforesaid.


 


 


LUXEYARD,
INC.


 


 


By:  _________________________


Name: Braden
Richter


Title: Chief Executive Officer


 


 


 


 



    	-6-



    	 



    



ANNEX
A


 


NOTICE
OF CONVERSION





 


The
undersigned hereby elects to convert principal and/or interest under the 10% Convertible Debenture due January [ ], 2014 of LUXEYARD,
INC., a Delaware corporation (the “Company”), into shares of common stock, par value $.01 per share (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 Article 2 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
Calculation


 


Date
to Effect Conversion: _________________________________


 


 


Applicable
Conversion Share Price: $__________


 


 


Principal
and/or Interest Amount of Debenture to be Converted: _________________________


 


 


Number
of Common Shares to be Issuable Upon Conversion: _________________________


 


 


Remaining
Principal and/or Interest of Debenture Not Converted: ________________________


 


 





		Signature:	_______________________________



		Name:	_______________________________



		Address:	_______________________________



 


If
Delivery to be Made via DWAC:


 


DWAC Instructions:


Broker No:


Account No:


 



    	-7-