THIS NOTE AND THE COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)


 


 


US $375,000.00


 


 


ILUSTRATO
PICTURES INTERNATIONAL INC.


4% CONVERTIBLE REDEEMABLE NOTE


DUE
SEPTEMBER 10, 2022


 


 


FOR VALUE RECEIVED, Ilustrato Pictures
International Inc. (the “Company”) promises to pay to the order of AES CAPITAL MANAGEMENT, LLC. and its authorized successors
and permitted assigns ("Holder"), the aggregate principal face amount of Three Hundred Seventy Five Thou- sand Dollars
(U.S. $375,000.00) on September 10, 2022 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder
at the rate of 4% per annum commencing on September 10, 2021 (“Issuance Date”). This Note shall contain a $75,000
original issue discount such that the purchase price shall be $300,000. The interest will be paid to the Holder in whose name this Note
is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this
Note are payable at 151 Calle de San Francisco, Ste 200 PMB 546, San Juan, PR 00901-1607, initially, and if changed, last appearing on
the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment
and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld,
to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company.
The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge
the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable
in Common Stock (as defined below) pursuant to paragraph 4(b) herein.


 


This Note is subject to the following additional provisions:


 


1.                 
This Note is exchangeable for an
equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No
service charge will be made for such registration or transfer or exchange, except that Holder shall pay any
tax or other governmental charges payable in connection therewith.





 







    	 		 



    	 



    




 


2.                 
The Company shall be entitled to withhold from all payments any amounts required to be withheld under
applicable laws.


 


3.                 
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as
amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated
by the Company as void. Prior to due present- ment for transfer of this Note, the Company and any agent of the Company may treat the person
in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note
be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing
to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any
prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice
of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such
Notice of Conversion shall be the Conversion Date.


 


4.                 
(a) The Holder of this Note is entitled, at its option, at any time, to convert all or any amount
of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at
a price for each share of Common Stock equal to the final offering price of the Company’s Regulation A offering when qualified and
subject to adjustment for any post qualification pricing adjustments. In the event, the Company does not have a registration statement
qualified within the 6th monthly anniversary of the Issuance Date of the Note, the Holder of this Note is entitled, at its option, to
convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest trading
price of the Common Stock as reported on the Exchange, for the fifteen prior trading days including the day upon which
a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered together with
an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings
Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice
of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder
within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion.
No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall
be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value
per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest
value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences
a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill”
is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company
Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of
the Company (which may be increased up to 9.9% upon 60 days’ prior written notice


 




    	 	2	 



    	 



    

 


by the Investor). The conversion
discount, look back period and other terms will be adjusted on a ratchet basis if the Company offers a more favorable conversion discount,
prepayment rate, interest rate, (whether through a straight discount or in combination with an original issue discount), look back period
or other more favorable term to another party for any financings while this Note is in effect, including but not limited to defaults,
penalties and the remedy for such defaults or penalties.


 


(b)              
Interest on any unpaid principal balance of this Note shall be paid at the rate of 4% per annum.
Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion
to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares
shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


		(c)	The Notes may be prepaid with the following penalties:



	PREPAY DATE	PREPAY AMOUNT
	≤ 30 days	110% of principal plus accrued interest
	31- 60 days	115% of principal plus accrued interest
	61-90 days	120% of principal plus accrued interest
	91-120 days	125% of principal plus accrued interest
	121-150 days	130% of principal plus accrued interest
	151-180 days	135% of principal plus accrued interest


 


This Note may not be prepaid after
the 180th day. Such redemption must be closed and funded within 3 days of giving notice of redemption or the right to redeem
shall be null and void. Any partial prepayments will be made in accordance with the formula set forth in the chart above with respect
to principal, premium and interest. For purposes of clarification, the conversion or settlement of amounts due under this Note into
shares of Common Stock pursuant to the Company’s Regulation A offering will not be considered a prepayment and not be subject to
any prepayment premiums.


 


(d)              
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single
transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding
shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the
Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected
solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding
shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"),
then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued
but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount
of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event
at the Conversion Price.


 





    	 	3	 



    	 



    

 



(e)              
In case of any Sale Event (not to include a sale of all or substantially all
of the Company’s assets)
in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that
the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and
number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital
reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been
purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event.
The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common
Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity
acting in good faith.


 


5.                 
No provision of this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.                 
The Company hereby expressly waives demand and presentment for payment, notice of non-payment,
protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to
collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.                 
The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses,
which may be incurred by the Holder in collecting any amount due under this Note.


 


		8.	If one or more of the following described "Events of Default" shall
occur:



 


(a)               
The Company shall default in the payment of principal or interest on this Note or any other note
issued to the Holder by the Company; or


 


(b)              
Any of the representations or warranties made by the Company herein or in any certificate or financial
or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery
of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)               
The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition,
agreement or obligation of the Company under this Note or any other note issued to the Holder; or


 


(d)              
The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally
as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent
to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition
for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief,
all under federal or state laws as applicable; or


 




    	 	4	 



    	 



    

 


(e)               
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of
its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or


 


(f)                
Any governmental agency or any court of competent jurisdiction at the in- stance of any governmental
agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)              
One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty
thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and
shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior
to the date of any proposed sale thereunder; or


 


(h)              
Defaulted on or breached any term of any other purchase agreement or note or similar debt instrument
into which the Company has entered and failed to cure such default within the appropriate grace period; or


 


(i)                
The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange)
or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or
ceases to file its 1934 act reports with the SEC;


 


(j)                
If a majority of the members of the Board of Directors of the Company on the date hereof are no longer
serving as members of the Board;


 


(k)              
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without
restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an
opinion which supports the removal of a restrictive legend; or


 


(l)                
The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the
request of the Holder.


 


(m)            
The Company shall be delinquent in its periodic report filings with the Securities and Exchange
Commission; or


 


(n)              
The Company shall cause to lose the “bid” price for its stock in a market (including
the OTC marketplace or other exchange).


 


Then, or at
any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in
the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further)
notice of any kind (other than notice of acceler-


 




    	 	5	 



    	 



    

 


ation), all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately,
and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights
or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate
is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section
8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered
to the Company. This penalty shall increase to $500 per day beginning on the 10th day. In an event of a breach of Section 8(h)
the Holder may elect to utilize the same remedy available under the defaulted interest and such remedy shall be incorporated by reference
into the terms of this Note. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%.
Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled
to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing
bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions
at $0.005 per share.


 


If the Holder shall
commence an action or proceeding to enforce any provisions of this Note, including, without limitation,
engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


 


The Company must
pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the
Holder’s written notice to the Company.


 


 


9.                 
In case any provision of this Note is held by a court of competent jurisdiction to be excessive
in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable
to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected
or impaired thereby.


 


10.             
Neither this Note, nor any term hereof may be amended, waived, discharged, or terminated other
than by a written instrument signed by the Company and the Holder.


 


11.             
The Company represents that it is not a “shell” issuer and has never been a “shell”
issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported
form 10 type information indicating it is no longer a “shell” issuer. Further. The Company will instruct its counsel to either
(i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.           
The Company shall issue irrevocable transfer agent instructions reserving 22,083,100 shares of its
Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining
in the Share Reserve shall be cancelled.


 




    	 	6	 



    	 



    

 


The Company shall pay all transfer
agent costs and legal fees associated with issuing and delivering the shares to the Holder. If such amounts are to be paid by the Holder,
it may deduct such amounts from the amounts being converted. The Company should at all times reserve a minimum of four times the amount
of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such
amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its
conversions.


 


13.             
The Company will give the Holder direct notice of any corporate actions, including but not limited
to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.


 


14.             
If it shall be found that any interest or other amount deemed interest due hereunder violates the
applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other
amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not
seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or
interest on this Note.


 


15.             
This Note shall be governed by and construed in accordance with the laws of New York applicable to
contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party
hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of
the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in counterparts,
and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.


 




    	 	7	 



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed by an officer thereunto duly authorized.


 


 


Dated: September 10, 2021


 


 


 


ILUSTRATO
PICTURES INTERNATIONAL INC.


 


 


By: /s/ Nicolas Link


Mr Nicolas Link


 


Title: CEO





  







    	 	8	 



    	 



    

 





EXHIBIT A


 


 


NOTICE OF CONVERSION


 


(To be Executed by the Registered
Holder in order to Convert the Note)


 


 





The undersigned hereby
irrevocably elects to convert $____________________of the above Note into ___________Shares of Common
Stock of Ilustrato Pictures International Inc. (“Shares”)


according to the conditions set forth in such Note, as of the date
written below.


 


If Shares are to be issued in the name of
a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.


 


Date
of Conversion: ________________________________________


Applicable Conversion Price: ________________________________


Signature: _______________________________________________


[Print Name of Holder and Title of Signer]


Address: _______________________________________________


 


_______________________________________________________________


 


 


SSN or EIN: _________________________


Shares are to be registered in the following name: _________________________________


 


Name: ___________________________________


Address: _________________________________


Tel: ____________________________


Fax: ____________________________


SSN or EIN: _____________________


 


Shares are to be sent or delivered to the following account:


 


Account Name: _______________________________________________


Address: ____________________________________________________


 






    	 	9