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


 


January 28,
2022


 


WHEREAS
on January 28, 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 l 0004 (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:


 


l. 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 January 28,
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 the right, 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 (I) 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 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 (1)
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.







    	 	2	 



    	 



    




		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 nonrenewal
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
bear 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 l
5(d) of the I934 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 mai1, 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]


 




    	 	5	 



    	 



    

 


IN
WITNESS WHEREOF, llustrato 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:
January 28, 2022	 	By /s/ Nicolas Link	 
	 	 	 	Nicolas Link	 
	 	 	 	Its: CEO & Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	RB CAPITAL PARTNERS, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	Date: January
28, 2022	 	By: /s/ Brett Rosen	 
	 	 	 	Brett Rosen	 
	 	 	 	Its: Managing Member	 






 






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