THESECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE ORDISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINIONOF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

** **

**ILUSTRATOPICTURES INTERNATIONAL, INC.**

**CONVERTIBLE PROMISSORY NOTE**

** **

** **

Principal Amount: **$550,000.00 USD	**

****July26, 2023

 

 

WHEREASon July 26, 2023, RB Capital Partners, Inc., with its offices at 2856 Torrey Pines Road, La Jolla, California 92037 (the "Holder")loaned funds totaling, $550,000.00 to Ilustrato Pictures International, Inc., a Nevada corporationwith its office at 26 Broadway; Suite 934; New York, NY 10004 (the"Company").Paymentfor the loan was made directly to the Companyin the form of aWire Transfer to Discover Growth Fund, LLC to satisfy a debt owed by the Company.

 

WHEREASthe 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 Section3 below;

 

NOWTHEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements containedherein, the parties covenant and agree each with the other as follows:

 

 

1.1 The Company, for value received, hereby promises to pay to the order of the Holder the sum of Five Hundred Fifty Thousand Dollars($550,000.00), which amount represents the amount owed to Holder as of July 26, 2023.

 

1.2 This Convertible Promissory Note (the "Note") shall bear five percent (5%) interest per annum. The Note is for a periodof (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 ofthe Holder hereof as such Holder shall from time to time designate.

 

2.  Attorney's Fees.If the indebtedness represented by thisNote or any part thereof is collected **in** bankruptcy, receivership orother judicial proceedings or ifthisNote is placed **in**the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principalpayable hereunder, reasonable attorneys' fees and costs incurredbythe Holder.

 

 

3.1 Voluntary Conversion. The Holder shall have the right, exercisable in whole orinpart, to convert the outstanding principal into a number of fully paid and non-assessable whole shares ofthe Company's $0.001 Par Value common stock ("Common Stock") determined in accordance with Section 3.2 below.

 

3.2  SharesIssuable. The number of whole shares of Common Stockinto which this Note may be voluntarily converted (the "Conversion Shares") shall be determined by dividing the aggregateprincipal amount borrowed hereunder by $0.50 (the "Note Conversion Price"); provided, however, that, in no event, shallHolder 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)thenumber of shares of Common stock beneficially ownedby Holder and its affiliates (other than shares of CommonStock which may be deemed beneficially ownedthroughtheownership of theunconvertedportion of this Note or theunexercised or unconvertedportion of any other security ofMaker 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 theconversion of the portion of this Note with respect to which the determination ofthis proviso is being made, would result in the beneficial ownershipby Holder and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. For purposes of theproviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of theSecurities Exchange Act of 1934 and Regulation 13D-G thereunder, except as otherwise provided in clause (1) ofsuch proviso. The number of shares of Common Stock to be issued upon each conversion of this Noteshall 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 insuchconversion plus, (2) at the Company's option, accrued and unpaid interest, if any, on such principal amount at the interest rateprovided in this Note to the conversion date, provided; however, that the Company shall have the right to pay any or all interest incash.

 

3.3    Noticeand Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice atleastfive(5) business days prior to the time that the Company repays this Note. Ifthe Holder elects to convert this Note, theHolder shallprovide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered tothe Company together with this Note. Within twenty (20) business days of receipt of such notice,theCompanyshall delivertothe Holder certificate(s) for the CommonStock issuableuponsuchconversion and, if the entire principal amount was notso converted, a new note representing such balance.

 

 

(a)              Adjustment of Note Conversion Price. In the event the Company shall**in**any manner, subsequentto the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Company's issued and outstandingshares of Common Stock, the Note Conversion Price shall forthwith be unaffected. In the event the Company shall in any manner, subsequentto the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company's issued and outstandingshares of Common Stock, the Note Conversion Price shall forthwith be unaffected.

 

(b)             Common Stock Defined. Whenever reference ismade inthis Note to the shares ofCommon Stock, the term "Common Stock" shall mean the Common Stock of the Company authorized as of the date hereof, and any otherclass of stock ranking on a parity with such Common Stock. Shares issuable upon conversion hereof shall include only shares of CommonStock of the Company.

 

3.5  No Fractional Shares. No fractional shares of CommonStock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to theHolderupon the conversion of this Note, theCompany shall pay to the Holder the amount of outstanding principal hereunderthat is not so converted.

 

4. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holderas follows:

 

(a)  Authorization; Enforceability.All corporate action on the part of the Company, its officers, directors and stockholders necessaryfor the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunderhas been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceablein accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other lawsof general application affecting enforcement of creditors' rights generally, and (ii) as limited bylaws 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 Companyinconnection with the Company's valid execution, delivery or performance of this Note except any notices requiredto be filed with the Securities and Exchange Commission underRegulation 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 betimely filed within the applicable periods therefor.

 

(c)  No Violation. The execution, delivery and performancebythe Company of thisNote andtheconsummation of the transactions contemplated hereby will not resultin a violation of its

 

Certificateof Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it isa party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, ruleor regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving ofnotice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbranceupon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewalof any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of itsassets or properties.

 

5. Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representationsand covenants of the Holder:

 

(a) Investment Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investmentand not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging inany 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 Noteare not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on anexemption 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 ofevaluating 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 ExchangeCommission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports pursuant to Section15(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 sellthe Common Stock issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. TheHolder 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 1933Act 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 Companyand 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 Companyand the Holder.

 

8. Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other dispositionof this Note or securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describingbriefly the manner

 

thereof.Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adverselyaffect the Company's ability to account for future transactions to which it is a party as a pooling of interests, and notifies the Holderthereof within five (5) business days after receiving notice of the transfer, the Holder may effect such transfer. The Note thus transferredand each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferabilityin order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required inorder to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connectionwith such restrictions.

 

9. Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemedto have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mailfor mailing by certified mail, postage prepaid.Eachof the aboveaddressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformancewith 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 thisNote. 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 applicablelaw, such provision shall be excluded from this Note and the balance of the Noteshallbe interpreted as if such provision was so excluded and shall be enforceable in accordance with itsterms.

 

15.No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of theterms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all theprovisions of this Note and in the taking of allsuchaction asmay be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.

 

 

 

 

[SIGNATURE PAGETO FOLLOW]

 

 

INWITNESS WHEREOF, Ilustrato Pictures International, Inc. has causedthis Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.

 

Date: July 26, 2023

**ILUSTRATOPICTURES****INTERNATIONAL, INC.**

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** **

By: /s/ Nicolas Link

Nicolas Link

Its: CEO 7 Direc

 

Date: July 26, 2023

 

**RB CAPITAL PARTNERS, INC.**

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By:/s/ Brett Rosen

BrettRosen

Its:Managing Member