THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


ILUSTRATO
PICTURES INTERNATIONAL, INC.


CONVERTIBLE PROMISSORY NOTE


 


 


Principal Amount: $500,000.00 USD


April
26, 2022


 


 


WHEREAS
on April 26, 2022, RB Capital Partners, Inc., with its offices at 2856 Torrey Pines Road, La Jolla,
California 92037 (the "Holder") loaned funds totaling, $500,000.00 to Ilustrato Pictures International, Inc., a Nevada corporation
with its office at 26 Broadway; Suite 934; New York, NY 10004 (the "Company”).
Payment for the loan was made directly to the Company in the form of a Wire Transfer.


 


WHEREAS
the Company and Holder further agreed that such services provided by the Holder to the Company would be evidenced in a convertible note,
which convertible note would be convertible into shares of common stock of
the Company at the rate of $0.20 in accordance with Section 3 below;


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and
the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:


 


		1.	Principal and Interest.



 


1.1 
The Company, for value received, hereby promises to pay
to the order of the Holder the sum of Five Hundred Thousand Dollars ($500,000.00), which amount represents the amount owed to Holder as
of April 26, 2022.


 


1.2
This Convertible Promissory Note (the 'Note") shall bear five percent (5%) interest per annum. The Note is for a period of (24) months
and cannot be converted until (12) months from the date first written above has passed.


 


1.3 
Upon payment in full of the principal, this Note shall be surrendered to the Company for cancellation.


 




    	 		 



    	 



    

 


1.4
The principal under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the
Holder hereof as such Holder shall from time to time designate.


 


2.   
Attorney's Fees. If
the indebtedness represented by this Note or any part thereof is collected in
bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for
collection after default, the Company agrees to pay, in addition to the principal
payable hereunder, reasonable attorneys' fees and costs incurred by the Holder.


 


		3.	Conversion.



 


3.1 
Voluntary Conversion. The Holder shall have tile tight, exercisable in
whole or in part, to
convert the outstanding principal into a number of fully paid and non-assessable
whole shares of the Company's $0.001 Par Value
common stock (“Common Stock") determined in accordance with Section 3.2 below.


 


3.2 
Shares Issuable. The
number of whole shares of Common Stock into which this Note may be voluntarily converted (the "Conversion Shares") shall be
determined by dividing the aggregate principal amount borrowed hereunder by $0.20 (the "Note Conversion Price"); provided,
however, that, in no event, shall Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon
conversion of which the sum of (1)
the number of
shares of Common stock beneficially
owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of
the unconverted portion of this Note or the unexercised or unconverted portion of this Note or the unexercised or unconverted portion
of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2)
the number of shares
of common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is
being made, would result in the
beneficial ownership by Holder and its affiliates of more than 4.99%
of the outstanding shares of common
stock of the Company. For purposes
of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 and Regulation 13D-G thereunder, except as otherwise provided in clause
(l) of such proviso. The
number of shares of Common Stock to be issued upon each conversion of this Note shall be
determined by dividing the Conversion Amount (as defined below) by the Note Conversion Price. The Term "Conversion Amount"
means, with respect to any conversion of this Note, the sum of (1)
the principal amount of this Note
to be converted in such conversion plus,{2) at the Company's option, accrued and unpaid interest, if any, on such principal amount at
the interest rate provided in this Note to the conversion date, provided; however, that the Company shall have the right to pay any or
all interest in cash.


 


3.3   
Notice and Conversion_ Procedures. After receipt of demand
for repayment, the Company agrees to give the .Holder
notice at least five (5) business days prior to the time that the Company repays this Note. If
the Holder elects to convert this Note, the Holder shall provide
the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company
together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s)
for the Common Stock issuable upon
such conversion and, if the entire principal amount was not so converted, a new note representing such balance.


 




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		3.4	Other Conversion Provisions.



 


(a)              
Adjustment of Note Conversion Price. In
the event the Company shall in any
manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock
split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be affected.
In the event the Company shall in any manner, subsequent to the issuance of
this Note, approve a reclassification involving a forward stock split and subdivision of the Company's issued and outstanding shares of
Common Stock. the Note Conversion Price shall forthwith be affected.


 


(b)              
Common Stock Defined. Whenever reference is made in this
Note to the shares of Common Stock, the term "Common Stock” shall mean the Common Stock of the Company authorized as of the
date hereof, and any other class of stock ranking on a parity with such Common. Stock. Shares issuable upon conversion hereof shall include
only shares of Common Stock of the Company.


 


3.5  
No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the
Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of
outstanding principal hereunder that is not so converted.


 


4.  
Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder
as follows;


 


(a)  
Authorization; Enforceability. All corporate action on the
part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and
the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation
of the Company, enforceable in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights
generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(b) 
Governmental Consents. No consent, approval, qualification, order or authorization of, or filing with, any local,
state or federal governmental authority is required on the part of the Company
in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the
Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings
as may be required under applicable state securities laws, which, if applicable,
will be timely filed within the applicable periods therefor.


 


(c)  
No Violation. The
execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will
not result in a violation of its


 




    	 	3	 



    	 



    

 


Certificate
of incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is
a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute,
rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or
giving of notice, either a material default under any such provision or an event that results in the creation of any material lien,
charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or non renewal of any
material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or
properties.


 


5.  
Representations and Covenants of the Holder. The Company has entered into this Note in reliance
upon the following representations and covenants of the Holder:


 


(a)
Investment Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with
a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution
of the same except pursuant to a registration or exemption.


 


(b) 
Private Issue. The Holder understands (i)
that this Note and the Common Stock issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable
state securities laws, and
(ii) that the Company is relying on an exemption from registration predicated on the representations set forth in
this Section 8.


 


(c)   
Financial Risk. The Holder has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to beat the economic risks
of its investment.


 


(d) 
Risk of No Registration. The Holder understands that if the Company does
not register with the Securities and Exchange Commission pursuant to Section 12
of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports
pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering the securities under the 1933
Act is not in effect when it
desires to sell the Common
Stock issuable upon conversion of the Note, it may
be required to hold such securities for an indefinite period. The Holder also
understands that any sale of the Note or the Common Stock which might be made by it in
reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms
and conditions of that Rule.


 


6.  
Assignment. Subject to the restrictions on transfer described in Section
8 below, the rights and
obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees
of the parties.


 


7.   
Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon
the written consent of the Company and the Holder.


 


8. 
Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to any offer,
sale or other disposition of this Note or securities into which this Note may be converted, the Holder will give written notice to the
Company prior thereto, describing briefly the manner


 




    	 	4	 



    	 



    

 


thereof.
Unless the Company reasonably determines that such transfer would violate applicable securities
laws, or that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party
as a pooling of interests, and notifies the Holder thereof within five (5) business
days after receiving notice of the transfer, the Holder may effect such transfer.
The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable
restrictions on transferability in order
to ensure compliance with the 1933 Act,. unless in the opinion of
counsel for the Company such legend is not required in order
to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.


 


9. 
Notices. Any notice,
other communication or payment required or permitted hereunder shall be in writing and shall be deemed to
have been given upon delivery if personally delivered or three (3)
business days after deposit if
deposited in the United States mail for mailing by Certified
mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by giving to the other addressee
notice of such new address in conformance with this Section.


 


10.  
Governing Law. This Note is being delivered in and shall be construed in accordance with
the laws of the State of California, without regard to the conflicts of law provisions thereof.


 


11. 
Heading; References. All headings used herein are used for convenience only
.and shall not be used to construe
or interpret this Note. Except as otherwise indicated, all references herein to Sections refer  to Sections hereof.


 


12. 
Waiver by
the Company.
The Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


13.  
Delays. No delay by the Holder in exercising any power or right hereunder shall operate
as a waiver of any power or right.


 


14.  
Severability. If
one or more provisions of this Note are held to be unenforceable under. applicable
law, such provision shall be excluded from this Note and the balance of the
Note shall be interpreted
as if such provision was so excluded and shall be enforceable in accordance
with its terms.


 


15.  
No Impairment. The Company will
not, by any voluntary action, avoid or seek to avoid the observance or performance
of any of
the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Note and in the
taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.


 


 


 


 


[SIGNATURE
PAGE TO FOLLOW]


 




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IN
WITNESS WHEREOF, Ilustrato Pictures International, Inc. has caused this Note to be executed in
its corporate name and this Note to be dated, issued and delivered, all on
the date first above written.


 


	 	 	 	ILUSTRATO PICTURES INTERNATIONAL,
INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	Date:
April 26, 2022	 	By /s/ Nicolas Link	 
	 	 	 	Nicolas Link	 
	 	 	 	Its: CEO & Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	RB CAPITAL PARTNERS, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	Date: April 26, 2022		By: /s/ Brett Rosen	 
	 	 	 	Brett Rosen	 
	 	 	 	Its: Managing Member	 







    	 	6