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


May 20, 2022


 


 


WHEREAS on May 20, 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 $0.50 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 May 20, 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 $0.50 (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 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.


 




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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 unaffected. 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 unaffected.


 


(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


 




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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 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: May 20, 2022	 	By /s/ Nicolas Link	 
	 	 	 	Nicolas Link	 
	 	 	 	Its: CEO & Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	RB CAPITAL PARTNERS, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	Date: May 20, 2022		By: /s/ Brett Rosen	 
	 	 	 	Brett Rosen	 
	 	 	 	Its: Managing Member	 




 






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