**THE ISSUANCE AND SALE OF THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATESECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIONSTATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTEDBY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.**

** **

**THE ISSUE PRICE OF THIS NOTEIS $61,868.00**

**THE ORIGINAL ISSUE DISCOUNT IS $7,118.00**

** **

** **

**Principal Amount: $61,868.00	Issue**

**Date: June 21, 2023**

**Purchase Price: $54,750.00**

** **

** **

**PROMISSORY****NOTE**

** **

**FOR VALUE RECEIVED**, **ILUSTRATO PICTURES INTERNATIONAL,INC.**, a Nevada corporation

(hereinafter called the “Borrower”),hereby promises to pay to the order of **1800 DIAGONAL LENDING LLC**, a Virginia limited liability company, or registered assigns (the“Holder”) the sum of $61,868.00 together with any interest as set forth herein, on March30, 2024 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the“Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except asotherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interestat the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Allpayments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “CommonStock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All paymentsshall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisionsof this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain SecuritiesPurchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

 

This Note is freefrom all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or othersimilar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

The following terms shall apply to this Note:

 

ARTICLE I. GENERAL TERMS

** **

1.1               Interest.A one-time interest charge of thirteen percent (13%) (the “Interest Rate”) shall be applied on the Issuance Date to thePrincipal ($61,868.00 * thirteen percent (13%) = $8,042.00). Interest hereunder shall be paid as set forth herein to the Holder orits assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes incash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

 

1.2              Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paidin nine (9) payments each in the amount of $7,767.78 (a total payback to the Holder of $69,910.00). The first payment shall be due July30, 2023 with eight (8) subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect toeach payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shallbe made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missedpayment shall be considered an Event of Default.

 

to the Holder

 

ARTICLE II. CERTAIN COVENANTS

** **

2.1              Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, withoutthe Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary courseof business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

ARTICLE III. EVENTS OF DEFAULT

** **

This Note shall be deemed in defaultupon the occurrence of one more of the events set forth in this Article III (each, an “Event of Default”). Upon the occurrenceof an Event of Default, Holder, prior to exercising its rights hereunder, shall provide to Borrowerwritten notification via both electronic mail (with confirmation of receipt) and another notification delivery method as set forthin Section 5.2 of this Note that an Event of Default has occurred. After receipt of such notice, Borrower shall have five (5) businessdays to cure such Default (or such other longer cure period as set forth in this Article III for a particular Event of Default) if suchEvent of Default is capable of being cured. In the event that an Event of Default is not completely cured during such time period, Holdermay exercise his rights hereunder.

 

3.1              Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when dueon this Note, whether at maturity, upon acceleration or otherwise.

 

3.2              Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained inthis Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten(10) days.

 

3.3              Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement,statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement),shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a materialadverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.4              Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or sucha receiver or trustee shall otherwise be appointed.

 

3.5              Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary orinvoluntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower orany subsidiary of the Borrower.

 

3.6              Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one ofthe OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange,the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the NYSE American Stock Exchange.

 

3.7              Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of theExchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

 

3.8              Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.9              Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unableto pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “goingconcern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

3.10           Financial Statement Restatement.	The restatement of any financial statements filed by the Borrower with the SECat any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of suchrestatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of theHolder with respect to this Note or the Purchase Agreement.

 

3.11           Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrowerfails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a formas initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares ofCommon Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

3.12            Cross-Default.Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default bythe Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of allapplicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and theOther Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of theHolder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder.“Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, orfor the benefit of, and (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes evidencingobligations of the Borrower to the Holder; provided, however, the term “Other Agreements” shall not include the relatedor companion documents to this Note. Each of the loan transactions will be cross- defaulted with each other loan transaction andwith all other existing and future debt of Borrower to the Holder.

 

Upon the occurrence and during the continuation of any Eventof Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder,in full satisfaction of its obligations

 

hereunder, an amount equal to150% (“Default Percentage”) times the sum of (w) the then outstanding principal amount of this Note plus(x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”)plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to theHolder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment plus the amountsreferred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payablehereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived,together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exerciseall other rights and remedies available at law or in equity. Any failure to deliver shares in conversion following a default shall resultin a unilateral increase of the Default Percentage to 200%.

 

If the Borrower fails to pay theDefault Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the rightat any time, to convert the balance owed pursuant to the note including the Default Amount into shares of common stock of the Companyas set forth herein.

 

ARTICLE IV. CONVERSION RIGHTS

** **

4.1              Conversion Right. At any time following an Event of Default, the Holder shall have the right, to convert all orany part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stockexists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafterbe changed or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however,that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversionof which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares ofCommon Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised orunconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitationscontained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect towhich the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately precedingsentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso.The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of sharesof Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below)by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as ExhibitB(the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided thatthe Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice)to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if theNotice of Conversion is sent after 6:00 p.m., New York, New York time the Conversion Date shall be the next business day. The term “ConversionAmount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted insuch conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interestrates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amountsreferred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amountsowed to the Holder pursuant to Sections 4.4 hereof.

 

4.2              Conversion Price. The conversion price (the “Conversion Price”) shall mean 65% multiplied by the lowestTrading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date (representing a discount rate of 35%)(subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of theBorrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Trading Price”means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicabletrading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by theHolder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security onthe principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such securityis available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listedin the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above,the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of theNotes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes.“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securitiesexchange or other securities market on which the Common Stock is then being traded.

 

4.3              Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower willreserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuanceof Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all timesto have authorized and reserved five times the number of shares that is actually issuable upon full conversion of the Note (based on theConversion Price of the Note in effect from time to time initially 16,640,129 shares) (the “Reserved Amount”). The ReservedAmount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents thatupon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue anysecurities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shallbe convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter thereshall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstandingNote. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuableupon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agentswho are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stockin accordance with the terms and conditions of this Note.

 

If, at any time the Borrower does notmaintain the Reserved Amount it will be considered an Event of Default under this Note.

 

 

(a)               Mechanics of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance duepursuant to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submittingto the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on

 

the Conversion Date prior to6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of the Borrower(upon payment in full of any amounts owed hereunder). The Holder shall be entitled to deduct $500.00 from the conversion amount in eachNotice of Conversion to cover Holder's deposit fees associated with each Notice of Conversion. Any additional expenses incurred by Holderwith respect to the Borrower's transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediatelyand automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.

 

(b)               Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Notein accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entireunpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amountso converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,so as not to require physical surrender of this Note upon each such conversion.

 

(c)                Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail(or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for theCommon Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solelyin the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof andthe Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of recordof the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on thisNote shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respectto the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespectiveof the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recoveryof any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligationof the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or allegedbreach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligationof the Borrower to the Holder in connection with such conversion.

 

(d)               Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stockissuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated SecuritiesTransfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrowershall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holderby crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”)system.

 

(e)               Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue otherremedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversionof this Note is not delivered

 

bythe Deadline solely due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder

$2,000 per day in cash, for eachday beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; howeverthat the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result ofany failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amountshall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (bywritten notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principalamount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principalamount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convertis a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion rightare difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in thisSection 4.4(e) are justified.

 

4.5              Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferredunless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agentshall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counselin comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemptionfrom such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate”(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5and who is an Accredited Investor (as defined in the Purchase Agreement).

 

Any restrictive legend on certificatesrepresenting shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holdera new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counselfrom Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effectthat (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be acceptedby the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note,such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may besold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel providedby the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will be consideredan Event of Default pursuant to this Note.

 

 

(a)               Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversionof all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event,as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of anotherclass or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantiallyall of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of thisNote shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specifiedherein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such

 

stock, securities or assets whichthe Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respectto the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisionsfor adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrowershall not affect any transaction described in this Section 4.6(a) unless (a) it first gives, to the extent practicable, ten (10) daysprior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholdersto approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The aboveprovisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

 

(b)               Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquireits assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividendor distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note afterthe date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have beenpayable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of suchshares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

ARTICLE V. MISCELLANEOUS

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5.1              Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, rightor privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilegepreclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder arecumulative to, and not exclusive of, any rights or remedies otherwise available.

 

5.2              Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereundershall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered orcertified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmittedby hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified mostrecently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the addressor number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the firstbusiness day following such delivery (if delivered other than on a business day during normal business hours where such notice is to bereceived) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to suchaddress, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Borrower, to:

 

ILUSTRATO PICTURESINTERNATIONAL,INC.

26 Broadway, Suite 934 New York, NY 10004

Attn: Nicolas Link, Chief Executive Officer Email:xxxxx@xxxx.com

 

If to the Holder:

 

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: xxxx@xxxx.com

 

5.3              Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrowerand the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument(and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as soamended or supplemented.

 

5.4              Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to bethe benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (asdefined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note maybe pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by theHolder without the consent of the Borrower.

 

5.5              Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costsof collection, including reasonable attorneys’ fees.

 

5.6               GoverningLaw. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard toprinciples of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated bythis Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United StatesDistrict Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdictionand venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon *forumnon conveniens*. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower itsreasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connectionherewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative tothe extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any suchprovision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any otherprovision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served inany suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with thisNote by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party atthe address in effect for notices to it under this Note and agrees that such service shallconstitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way anyright to serve process in any other manner permitted by law.

 

5.7              Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of thePurchase Agreement.

 

5.8              Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harmto the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges thatthe remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatenedbreach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remediesat law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curingany breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss andwithout any bond or other security being required.

 

IN WITNESS WHEREOF, Borrower has causedthis Note to be signed in its name by its duly authorized officer this on June 21, 2023

 

****ILUSTRATO PICTURES INTERNATIONAL,INC.

** **

**/s/ Nicolas Link **

Chief Executive Officer