NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED 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 EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON SHARE PURCHASE WARRANT


 


Ilustrato Pictures International,
Inc. aka ILUS International, Inc.


 


Warrant Shares: 20,000,000


Date of Issuance: February 4, 2022
(“Issuance Date”)


 


This COMMON SHARE
PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance by Ilustrato Pictures
International, Inc. aka ILUS International, Inc., a corporation organized under the laws of the State of Nevada (the “Company”),
to Discover Growth Fund, LLC, a limited liability company organized under the laws of the Territory of the United States Virgin Islands
(including any permitted and registered assigns, each referred to hereinafter as “Holder”), of the $2,000,000.00 convertible
promissory note of even date herewith (the “Note”), , Holder is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company,
20,000,000 of the Company’s common shares (the “Warrant Shares”) (whereby such number may be adjusted from time
to time pursuant to the terms and conditions of this Warrant) at the Exercise Price (defined below) per share then in effect. This Warrant
is issued by the Company as of the date hereof in connection with that certain securities purchase agreement, of even date herewith, entered
into by and between the Company and the Holder (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.275, subject to adjustment
as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the
period commencing on the Issuance Date and ending on 6:00 p.m. eastern standard time on the 5th year anniversary thereof.


 


		1.	EXERCISE OF WARRANT.



 


(a)               
Mechanics of Exercise. Subject to the terms and
conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise
Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of
the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect
an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant Share Delivery Date”) following
the date on which the Company shall have received the







    	 		 



    	 



    




Exercise
Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the
number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”
and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately
available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct
its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Common Shares to which the Holder is
entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number
of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon
an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its
own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 


If the Company fails to cause its transfer
agent to transmit to the Holder the respective Common Shares by the respective Warrant Share Delivery Date, then the Holder will have
the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note
to the extent the Note remains outstanding and any portion thereof unpaid.


 


Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant,
to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable Notice of Exercise,
the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the
Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of
the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates shall include the number of Common
Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
Common Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by
the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities
of the Company (including without limitation any other Common Share Equivalents) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence,
for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it
being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in
the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of
whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion
of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination.


 


For purposes
of this paragraph, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common
Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be,
(B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent
setting forth the number of Common Shares outstanding. Upon the request of a Holder, the Company shall within two Trading Days
confirm to the Holder the


 




    	 	2	 



    	 



    




number
of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which
such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the
number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant.
Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions
of this paragraph and the provisions of this paragraph shall continue to apply. Any such increase or decrease will not be effective until
the 61st day after such notice is delivered to the Company and shall only apply to such Holder and no other Holder. The limitations contained
in this paragraph shall apply to a successor Holder of this Warrant.


 


NON-CIRCUMVENTION. The Company
covenants and agrees that it will not, by amendment of its certificate of formation, operating agreement or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of any Common Shares receivable upon the exercise of this Warrant above
the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable Common Shares upon the exercise of this Warrant, and (iii) shall, for so long as this
Warrant is outstanding, have authorized and reserved, free from preemptive rights, a sufficient number of Common Shares to provide for
the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).


 


WARRANT HOLDER NOT DEEMED A SHAREHOLDER.
Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or
other rights as a shareholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.


 


REISSUANCE.


 


(a)               
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on
such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)               
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant
which is the same as the Issuance Date.


 


TRANSFER.


 


(a)               
Notice of Transfer. The Holder agrees that, if practicable, but without any obligation to do so, it will give written
notice to the Company of its intent to transfer this Warrant or any Warrant Shares, describing briefly the manner of any proposed transfer.
Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed
transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly
as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant
Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to
the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares
respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel


 




    	 	3	 



    	 



    




and
satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable
state securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached
hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely
to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)               
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant
to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit
its activities in respect to such transfer or disposition as are permitted by law.


 


(c)               
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this
Warrant under Section 5.6 of the Purchase Agreement.


 


NOTICES. Whenever notice is
required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions
contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment
of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date
on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Shares, (B) with
respect to any grants, issuances or sales of any shares or other securities directly or indirectly convertible into or exercisable or
exchangeable for Common Shares or other property, pro rata to the holders of Common Shares or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to
the public prior to or in conjunction with such notice being provided to the Holder.


 


AMENDMENT AND WAIVER. The terms
of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only
with the written consent of the Company and the Holder.


 


GOVERNING LAW. This Warrant
shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.
Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in
the state courts or federal courts sitting in Nevada or the U.S. Virgin Islands. The parties to this Warrant hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. The prevailing party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove
invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection
with this Agreement or any other Transaction Document 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 Agreement 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 law.


 


ACCEPTANCE. Receipt of this
Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


CERTAIN DEFINITIONS. For purposes
of this Warrant, the following terms shall have the following meanings:


 




    	 	4	 



    	 



    

 


		(a)	“Nasdaq” means The Nasdaq Stock Market (www.Nasdaq.com).



 


(b)               
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such
security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and
does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported
by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security
as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices
of any market makers for such security as reported by the OTC Markets or any other similar domestic or foreign exchange. If the Closing
Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately
adjusted for any share dividend, share split, share combination or other similar transaction during the applicable calculation period.


 


(c)               
“Common Share” means the Common Shares of the Company and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


(d)               
“Common Share Equivalents” means any securities of the Company that would entitle the holder thereof
to acquire at any time Common Shares, including without limitation any debt, preferred shares, rights, options, warrants or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.


 


(e)               
“Principal Market” means the primary national securities exchange or over the counter market on which
the Common Shares are then traded.


 


(f)                
“Market Price” means the highest traded price of the Common Shares during the thirty (30) Trading Days
prior to the date of the respective Exercise Notice.


 


(g)               
“Trading Day” means (i) any day on which the Common Shares are listed or quoted and traded on its Principal
Market, (ii) if the Common Shares are not then listed or quoted and traded on any national securities exchange, then a day on which trading
occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 





[signature page follows]


 




    	 	5	 



    	 



    




IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


 


Ilustrato Pictures International,
Inc. aka ILUS International, Inc.


 


 


By: /s/ Nicolas Link


Name: Mr Nicolas Link Title: CEO


 


 


 


 


 


 


[signature page to Warrant] 


 




    	 	6	 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to
exercise this Common Share Purchase Warrant)


 


 


THE
UNDERSIGNED holder hereby exercises the right to purchase  of the Common Shares
(“Warrant Shares”) of Ilustrato Pictures International, Inc. aka ILUS International, Inc., a corporation organized
under the laws of the State of Nevada (the “Company”), evidenced by the attached copy of the Common Share Purchase Warrant
(the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the
Warrant.


 


		1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check
one):



 


		☐	a
cash exercise with respect to _______________Warrant Shares; or



 


		2.	Payment
of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of
$ ________________to the Company in accordance with the terms of the Warrant.



 


		3.	Delivery of Warrant Shares. The Company shall deliver to the holder
                                                                                                           ______________Warrant Shares in accordance with the terms of the Warrant.



 


 


Date: ________________


 


 


 





 


(Print Name of Registered Holder)


 


 


By: __________________


Name: _______________


Title: _________________


 




    	 	7	 



    	 



    

 


EXHIBIT B





 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized
transfer of the Warrant)


 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto  the right to purchase  Common Shares of Ilustrato Pictures International, Inc. aka ILUS International,
Inc., to which the within Common Share Purchase Warrant relates and appoints


, as attorney-in-fact,
to transfer said right on the books of Ilustrato Pictures International, Inc. aka ILUS International, Inc. with full power of substitution
and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and
conditions of the within Warrant.


 


 


Dated: __________________








	 	 	 
	 	(Signature) *	 
	 	 	 
	 	(Name)	 
	 	 	 
	 	(Address)	 
	 	 	 
	 	(Social Security or Tax Identification No.)	 






* The signature on this Assignment
of Warrant must correspond to the name as written upon the face of the Common Share Purchase Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate
your position(s) and title(s) with such entity.






    	 	8