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: $650,000.00 USD


September
21, 2022


 


 


WHEREAS
on September 21, 2022, RB Capital Partners, Inc., with its offices at 2856 Torrey Pines Road, La Jolla, California 92037 (the "Holder")
loaned funds totaling, $650,000.00 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 Six Hundred Fifty Thousand Dollars
($650,000.00), which amount represents the amount owed to Holder as of September 21, 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


 




    	 	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
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:
September 21, 2022	 	By /s/ Nicolas Link	 
	 	 	 	Nicolas Link	 
	 	 	 	Its: CEO & Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	RB CAPITAL PARTNERS, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	Date: September 21, 2022		By: /s/ Brett Rosen	 
	 	 	 	Brett Rosen	 
	 	 	 	Its: Managing Member	 



 


 



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