SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
SECOND AMENDMENT TO
This SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
(this “Amendment”), dated as of May 12, 2023 (the “Effective Date”), by and between ILUSTRATO PICTURES INTERNATIONAL, INC., a Nevada corporation, with headquarters located at 00 Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 0000 Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, XX 00000 (the “Buyer”).
WHEREAS:
| A. | The Company and the Buyer are parties to that certain Securities Purchase Agreement, dated as of December 2, 2022, as amended March 17, 2023 (the “Agreement”); and Promissory Note of the Company issued in favor of the Buyer, dated December 2, 2022, in the original principal amount of US$1.200,000.00 (the “Note”). |
| B. | The Company has asked that the Buyer waive certain existing Events of Default under the Note (the “Existing Events of Default) set forth on Appendix A hereto. |
| C. | Section 10(e) of the Agreement provides that the provisions of the Agreement may be amended if such amendment is in writing and signed by the Buyer. |
| D. | The Company and the Buyer desire to amend the Agreement in accordance with the terms of this Amendment. |
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, the Company and the Buyer hereby agree as follows:
1. Defined Terms. All capitalized terms used in this Amendment and not otherwise defined shall have the meanings given to such terms in the Agreement or the Note, as applicable.
2. Amendment to Section 4(m). Section 4(m) of the Agreement is hereby amended to replace the words “April 1, 2023” with “May 26, 2023”.
3. Waiver. As of the Effective Date, the Buyer waives the Existing Events of Default. The waiver contained herein does not apply to any other Default or Event of Default, other than the Existing Events of Default, which may now or hereafter exist under the Note, the Agreement or the other Transaction Documents. No consent or waiver, express or implied, by the Buyer to or for any breach of or deviation from any covenant, condition, or duty by the Company, including the waiver of the Existing Events of Default, shall be deemed a consent or waiver to or of any other breach of the same or any other covenant, condition, or duty set forth in the Note, the Agreement or the other Transaction Documents. The Buyer’s waiver contained herein does not constitute a course of dealing nor does it constitute a course of conduct.
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| 4. | Miscellaneous. |
| a. | No Further Amendment. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any other document referred to therein. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the Company and the Buyer, and the Company and the Buyer shall be bound hereby. |
| b. | Incorporation of Certain Provisions by Reference. The following provisions of the Agreement are hereby incorporated into this Amendment by reference mutatis mutandis: Section 10(a) (Governing Law); Section 10(b) (Counterparts; Signature by Facsimile); Section 10(c) (Construction; Headings); Section 10(d) (Severability); Section 10(e) (Entire Agreement; Amendments), Section 10(k) (No Strict Construction). |
[signature page follows]
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IN WITNESS WHEREOF, the undersigned Xxxxx and the Company have caused this Amendment to be duly executed as of the date first above written.
ILUSTRATO PICTURES INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Xxxxx: Chief Executive Officer
AJB CAPITAL INVESTMENTS, LLC
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Manager
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APPENDIX A
Events of Default have occurred and are continuing under the Note arising from the Company’s breach of Section 3.3 of the Note providing that it shall constitute an Event of Default if the Company shall fail to register the Commitment Fee Shares as required by the SPA or the Warrant Shares as required by the Warrant, as follows:
| · | Section 4(m) of the SPA, as amended, provides that no later than April 1, 2023, the Company shall file a registration statement including all the Commitment Fee Shares |
| · | Section 1(c) of the Warrant, as amended, provides that that no later than April 1, 2023, the Company shall file a registration statement including all the Warrant Shares |
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