Exhibit 10.1

NOTE ASSIGNMENT AND PARTIAL DEBT SETTLEMENT AGREEMENT

(Collateral Assignment of Convertible Promissory Notes)

THIS NOTE ASSIGNMENT AND PARTIAL DEBT SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of April 7, 2026 (the “Effective Date”), by and between:

GTII RECEIVERSHIP ESTATE, having an address at 120 State Ave NE, Suite 1014, Olympia, WA 98501 (the “Receiver” or “Assignee”);

— and —

MSC CAPITAL ADVISORS LLC, a limited liability company having an address at 551 South Apollo Blvd., Ste 202, Melbourne, FL 32901 (“MSC” or “Assignor”).

The Receiver and MSC are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Pursuant to that certain On Demand Promissory Note dated November 1, 2024 (the “MSC Note”), the Receiver loaned to MSC the principal sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00). The MSC Note became due and payable on May 1, 2025 and MSC has failed to repay the amounts owed thereunder. MSC is in default under the MSC Note (the “MSC Default”). In addition to the principal amount, under the terms of the MSC Note the Receiver is entitled to a profit participation equal to fifty percent (50%) of any profit garnered from the investment of the borrowed funds, up to a maximum profit participation of ONE HUNDRED THOUSAND DOLLARS ($100,000.00), such that the total MSC Note Obligation shall not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000.00) in the aggregate (collectively, the “MSC Note Obligation”).

B. MSC is the registered holder of the following two convertible promissory notes issued by AURI, Inc., a Wyoming corporation (“AURI”), each payable to MSC Capital Advisors LLC, or its registered assigns (collectively, the “AURI Notes”):

* AURI Note 1 is past its maturity date and is currently in default.

** AURI Note 2 is past its maturity date and is currently in default.

C. Each AURI Note bears interest at eight percent (8%) per annum, with default interest accruing at twenty-two percent (22%) per annum on any amounts past due. Each AURI Note grants the Holder the right to convert all or any portion of the outstanding principal, accrued interest, and default interest into shares of AURI common stock at a Variable Conversion Price equal to twenty-five percent (25%) of the market price of AURI common stock on the trading day immediately preceding conversion (representing a seventy-five percent (75%) discount to market). Each AURI Note is further convertible into shares of any qualified Regulation A offering of AURI (SEC File No. 024-11830) at the then-current offering price, at the Holder’s sole discretion.

D. MSC is unable to satisfy the MSC Note Obligation in cash and desires to assign the AURI Notes to the Receiver as a means of partial or full satisfaction of the MSC Note Obligation, subject to the terms and conditions of this Agreement. The Receiver is willing to accept such assignment on the terms set forth herein.

E. The Parties intend that this Agreement shall (i) effect a full collateral assignment of the AURI Notes from MSC to the Receiver; (ii) preserve the Receiver’s right to pursue MSC for any remaining deficiency under the MSC Note Obligation following recovery efforts on the AURI Notes; and (iii) provide for the distribution of any net proceeds recovered from the AURI Notes in accordance with the waterfall set forth herein.

F. Each AURI Note is, by its terms, payable to MSC Capital Advisors LLC “or its registered assigns,” and neither AURI Note contains any restriction on transfer, assignment, or negotiation, nor does either AURI Note require the consent, approval, or acknowledgment of AURI as a condition to any assignment. Accordingly, the assignment of the AURI Notes contemplated herein is effective without the consent of AURI, and any acknowledgment or consent obtained from AURI is provided as a courtesy and for notice purposes only and shall not be deemed a condition precedent to the validity or enforceability of this Agreement or the assignment effected hereby.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

1.1 “AURI Notes” has the meaning set forth in Recital B.

1.2 “Conversion” means the exercise of conversion rights under either or both AURI Notes in accordance with the terms thereof, including conversion into common stock or into shares offered in a qualified Regulation A offering.

1.3 “MSC Note” has the meaning set forth in Recital A.

1.4 “MSC Note Obligation” has the meaning set forth in Recital A, being the sum of (a) $100,000.00 in principal, plus (b) fifty percent (50%) of net profits realized by the Receiver from recovery actions under this Agreement, up to a maximum profit participation amount of $100,000.00, for a total aggregate obligation not to exceed $200,000.00.

1.5 “Net Proceeds” means all cash, securities, or other consideration received by the Receiver in connection with the AURI Notes through Conversion, sale, transfer, hypothecation, or any other monetization, after deduction of Transaction Costs.

1.6 “Transaction Costs” means all reasonable fees, costs, and expenses incurred by the Receiver in connection with the enforcement, conversion, sale, transfer, or monetization of the AURI Notes, including but not limited to brokerage fees, legal fees, transfer agent fees, clearing costs, and any costs associated with the removal of restrictive legends from AURI shares.

ARTICLE II — ASSIGNMENT OF AURI NOTES

2.1 Assignment. Effective as of the Effective Date, MSC hereby irrevocably sells, assigns, transfers, and conveys to the Receiver all of MSC’s right, title, and interest in and to the AURI Notes, including without limitation: (a) all rights to receive payment of principal, interest, and default interest thereunder; (b) all conversion rights, including the right to convert outstanding amounts into AURI common stock or Regulation A offering shares at the applicable Conversion Price; (c) all rights to enforce the AURI Notes against AURI; (d) all security interests, if any, and collateral, if any, securing the AURI Notes; and (e) all remedies available to the Holder upon an event of default under the AURI Notes.

2.2 Delivery of Notes. Concurrent with execution of this Agreement, MSC shall deliver to the Receiver original copies of the AURI Notes, together with any allonges, endorsements, or other documents necessary to perfect the Receiver’s status as registered Holder of the AURI Notes. As set forth in Recital F, no consent of AURI is required for this assignment; however, MSC shall use commercially reasonable efforts to execute and deliver to AURI a Notice of Assignment in form acceptable to the Receiver within three (3) business days of the Effective Date for notice purposes only. The failure or refusal of AURI to acknowledge such notice shall not affect the validity or enforceability of this Agreement or the assignment of the AURI Notes.

2.3 Cooperation. MSC shall cooperate fully with the Receiver in connection with the AURI Notes, including executing any additional documents, providing any information in MSC’s possession regarding AURI, and taking all actions reasonably requested by the Receiver to enable the Receiver to exercise its rights as Holder under the AURI Notes.

2.4 Further Assurances. MSC shall promptly execute and deliver, at the Receiver’s request, such further instruments and documents and shall take such further actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement and to consummate the assignment of the AURI Notes.

ARTICLE III — RECEIVER’S RIGHTS IN THE AURI NOTES

3.1 Full Rights of Holder. Upon the Effective Date, the Receiver shall be the registered Holder of the AURI Notes with all rights attendant thereto, as if the Receiver had been the original payee and Holder of the AURI Notes from inception. AURI is hereby notified that the Receiver is the Holder and that all notices, conversions, and payments under the AURI Notes shall be directed to and made in favor of the Receiver.

3.2 Conversion Rights. The Receiver shall have the sole and exclusive right, in its absolute discretion, to convert all or any portion of the outstanding principal, accrued interest, and default interest under the AURI Notes into shares of AURI common stock or into shares offered in a Regulation A offering of AURI, in each case at the applicable Conversion Price set forth in the respective AURI Note. The Receiver may exercise such conversion rights from time to time, in one or more tranches, at such times and in such amounts as the Receiver determines in its sole discretion.

3.3 Right to Assign, Sell, and Hypothecate. The Receiver shall have the absolute and unconditional right, without the consent of MSC or any other party, to: (a) further assign or transfer the AURI Notes, in whole or in part, to any person or entity; (b) sell the AURI Notes, in whole or in part, for such consideration as the Receiver deems appropriate; (c) hypothecate, pledge, or otherwise encumber the AURI Notes as collateral for any obligation of the Receiver; (d) sell, transfer, or otherwise dispose of any shares of AURI common stock received upon Conversion; and (e) enter into any agreement with any counterparty with respect to the AURI Notes or the proceeds thereof, all without notice to or consent of MSC.

3.4 No Obligation to Convert or Recover. The Receiver shall have no obligation to convert the AURI Notes, to take any enforcement action against AURI, or to maximize the value of the AURI Notes. The Receiver’s acceptance of the assignment of the AURI Notes shall not impair the Receiver’s rights against MSC under the MSC Note.

3.5 Timing of Actions. The Receiver shall have the right to exercise its rights under this Agreement and the AURI Notes at such times and in such manner as it determines in its sole and absolute discretion, subject to no duty of diligence or timeliness.

ARTICLE IV — DISTRIBUTION OF NET PROCEEDS

4.1 Waterfall. All Net Proceeds received by the Receiver from the AURI Notes shall be applied in the following order of priority:

(a) First, to the payment of all Transaction Costs incurred by the Receiver;

(b) Second, to the satisfaction of the MSC Note Obligation in full, being $100,000.00 in principal plus the profit participation described in Section 1.4 above (capped at an additional $100,000.00, for a total aggregate not to exceed $200,000.00);

(c) Third, any Net Proceeds remaining after full satisfaction of the MSC Note Obligation (the “Surplus”) shall be retained by and paid to the Receivership Estate in full. MSC shall have no right, title, or interest in any Surplus.

4.2 Accounting. The Receiver shall maintain reasonable records of all amounts received and Transaction Costs incurred in connection with the AURI Notes and shall provide MSC with a written accounting within thirty (30) days following full liquidation of the AURI Notes or upon request by MSC, provided that such request shall not be made more than once per calendar quarter.

4.3 Securities. To the extent that Net Proceeds consist of AURI shares received upon Conversion rather than cash, the Receiver shall have the sole right to determine the timing and manner of the sale of such shares. For purposes of the waterfall set forth in Section 4.1, proceeds shall be measured at the net cash actually received by the Receiver after all Transaction Costs related to the sale of such shares.

ARTICLE V — MSC NOTE OBLIGATION NOT EXTINGUISHED

5.1 No Accord and Satisfaction. The assignment of the AURI Notes to the Receiver is not, and shall not be construed as, a full or partial satisfaction, accord and satisfaction, novation, or release of the MSC Note Obligation. The MSC Note shall remain in full force and effect until the MSC Note Obligation has been satisfied in full.

5.2 Deficiency. If the Net Proceeds from the AURI Notes are insufficient to satisfy the MSC Note Obligation in full, MSC shall remain personally liable to the Receiver for the entire deficiency amount (the “Deficiency”). The Receiver shall retain all rights and remedies available to it under the MSC Note and applicable law to collect the Deficiency from MSC, including the right to demand immediate payment of the Deficiency in full.

5.3 Reservation of Rights. Nothing in this Agreement shall limit, impair, or waive any right, remedy, or privilege of the Receiver under the MSC Note or applicable law, all of which are expressly preserved. The Receiver may pursue the Receiver’s rights against MSC for any Deficiency concurrently with or following the Receiver’s efforts to recover under the AURI Notes.

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF MSC

MSC hereby represents, warrants, and covenants to the Receiver as follows, as of the Effective Date and as of the date of delivery of the AURI Notes:

6.1 Ownership. MSC is the sole legal and beneficial owner of the AURI Notes and has full right, power, and authority to assign the AURI Notes to the Receiver free and clear of all liens, claims, pledges, security interests, encumbrances, and restrictions of any kind.

6.2 No Prior Assignment. MSC has not previously assigned, transferred, pledged, hypothecated, or otherwise encumbered the AURI Notes or any interest therein to any person or entity.

6.3 Validity. Each AURI Note is a valid, binding, and enforceable obligation of AURI, and to MSC’s knowledge, no event of default has occurred under the AURI Notes other than as disclosed in the recitals hereto. MSC has not waived any rights under the AURI Notes.

6.4 No Modification. The AURI Notes have not been amended, modified, or restated since issuance, and represent the complete agreement between MSC and AURI with respect to the subject matter thereof.

6.5 Authority. MSC has all necessary authority to execute, deliver, and perform this Agreement. This Agreement has been duly authorized and constitutes a valid and binding obligation of MSC, enforceable in accordance with its terms.

6.6 No Litigation. To MSC’s knowledge, there is no pending or threatened action, suit, or proceeding that would impair, challenge, or affect the AURI Notes or MSC’s right to assign the same.

6.7 Default on AURI Notes. MSC acknowledges that: (a) AURI Note 1, having a principal amount of $100,000.00, matured on October 18, 2025 and has not been repaid, and that default interest has been accruing at twenty-two percent (22%) per annum since that date; and (b) AURI Note 2, having a principal amount of $25,000.00, matured on March 25, 2026 and has not been repaid, and that default interest has been accruing at twenty-two percent (22%) per annum since that date. Both AURI Notes are in default as of the Effective Date. MSC represents that it has not taken any action to accelerate, enforce, or waive its rights with respect to either default.

6.8 Regulation A Qualification. MSC represents and warrants that all shares of AURI common stock issuable upon conversion of each AURI Note, including shares issuable in respect of accrued interest and default interest, carry the right of qualification under AURI’s current Regulation A offering (SEC File No. 024-11830) (the “Reg A Offering”). MSC further represents that, to MSC’s knowledge: (a) the Reg A Offering has been duly qualified by the U.S. Securities and Exchange Commission and has not been suspended, revoked, or withdrawn; (b) neither AURI Note contains any provision that would limit, restrict, or condition the Holder’s right to receive shares qualified under the Reg A Offering upon conversion; and (c) MSC has not received any notice from AURI indicating that the Reg A Offering is no longer available for the qualification of shares issuable under the AURI Notes. Any breach of this representation shall constitute a material breach of this Agreement entitling the Receiver to full indemnification under Section 7.1.

ARTICLE VII — INDEMNIFICATION

7.1 MSC Indemnification. MSC shall indemnify, defend, and hold harmless the Receiver and its agents, representatives, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any breach of any representation, warranty, or covenant of MSC under this Agreement; (b) any prior assignment, encumbrance, or lien on the AURI Notes not disclosed to the Receiver; or (c) any claim by any third party asserting rights in the AURI Notes adverse to the Receiver.

ARTICLE VIII — GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions.

8.2 Jurisdiction and Venue. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada for any dispute arising out of or relating to this Agreement.

8.3 Entire Agreement. This Agreement, together with the MSC Note and the AURI Notes, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and understandings, written or oral, relating thereto.

8.4 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and signed by both Parties.

8.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. MSC may not assign its obligations under this Agreement without the prior written consent of the Receiver. The Receiver may assign its rights under this Agreement without consent of MSC.

8.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

8.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Signatures transmitted by electronic means, including PDF or DocuSign, shall be deemed original signatures.

8.8 No Waiver. No failure or delay by the Receiver in exercising any right under this Agreement or the MSC Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or future exercise thereof or the exercise of any other right.

8.9 Notices. All notices under this Agreement shall be in writing and delivered by hand, overnight courier, or email with confirmation to the addresses set forth in the preamble hereof, or to such other address as a Party may designate in writing.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Note Assignment and Partial Debt Settlement Agreement as of the Effective Date first written above.

COURTESY ACKNOWLEDGMENT OF BORROWER (NOT A CONDITION OF ASSIGNMENT)

As set forth in Recital F of this Agreement, the AURI Notes are freely assignable without the consent of AURI, and the assignment effected by this Agreement is valid and enforceable irrespective of whether AURI executes this acknowledgment. Notwithstanding the foregoing, the undersigned, AURI, Inc., a Wyoming corporation (“AURI”), hereby, as a courtesy and for notice purposes only: (i) acknowledges notice of the assignment of the AURI Notes from MSC Capital Advisors LLC to the GTII Receivership Estate as set forth in this Agreement; (ii) agrees to recognize the GTII Receivership Estate as the registered Holder of the AURI Notes with all rights attendant thereto from and after the Effective Date; (iii) agrees that all payments, conversion notices, and communications under the AURI Notes shall be directed to the GTII Receivership Estate; and (iv) agrees to instruct its transfer agent accordingly. The failure or refusal of AURI to execute this acknowledgment shall not affect the validity or enforceability of the assignment.

BORROWER (COURTESY ACKNOWLEDGMENT ONLY — NOT REQUIRED):

EXHIBIT A — DESCRIPTION OF AURI NOTES

The following instruments are assigned pursuant to this Agreement:

AURI Note 1: Convertible Promissory Note issued by AURI, Inc. (Wyoming) in favor of MSC Capital Advisors LLC, dated October 18, 2024, in the original principal amount of $100,000.00 (Purchase Price: $35,000.00), bearing interest at 8% per annum (22% default), with conversion rights at 25% of market price, matured October 18, 2025, currently in default. Shares issuable upon conversion carry the right of qualification under AURI’s Regulation A Offering (SEC File No. 024-11830).

AURI Note 2: Convertible Promissory Note issued by AURI, Inc. (Wyoming) in favor of MSC Capital Advisors LLC, dated March 25, 2025, in the original principal amount of $25,000.00 (Purchase Price: $10,000.00), bearing interest at 8% per annum (22% default), with conversion rights at 25% of market price, matured March 25, 2026, currently in default. Shares issuable upon conversion carry the right of qualification under AURI’s Regulation A Offering (SEC File No. 024-11830).

EXHIBIT B — MSC CAPITAL ADVISORS LLC PAYMENT HISTORY

The following table sets forth all wire transfers from MSC Capital Advisors LLC to the GTII Receivership Estate as reflected in U.S. Bank Business Checking Account No. 1-535-9864-2194, for the period January 2025 through March 2026.

Source: U.S. Bank monthly statements, Global Tech Industries Group Inc., Account No. 1-535-9864-2194. All incoming wires originated via JPMorgan Chase on behalf of MSC Capital Advisors LLC, 551 S Apollo Blvd. Period reviewed: January 2, 2025 through March 31, 2026.

Remaining MSC Note Obligation balance after payments received: $100,000.00 – $50,750.00 = $49,250.00 principal deficiency.

Exhibit 10.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $100,000.00

Issue Date: October 18, 2024

Principal Amount: $100,000.00

Purchase Price: $35,000.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, AURI, Inc., a Wyoming corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of MSC Capital Advisors, LLC, or registered assigns (the “Holder”), the sum of $100,000.00 together with any interest as set forth herein, on October 18, 2025 (the “Maturity Date”), including interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment.

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Holder pays the full Purchase Price to the Borrower and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.

Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar 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. Conversion Rights

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date, or (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and nonassessable shares of Common Stock, as such Common Stock exists on the Issue Date, or, in the event of a recapitalization or merger, any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”) [The foregoing is not a ratchet provision; in the event of a recapitalization or merger, if common shareholder receive any other shares or interests, i.e., shares of a different issuer in the event of a merger, the Note will convert into such shares. That is the Note conversion rights will follow the merger.]; 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 conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower 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 beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. 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, as amended (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 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 applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the 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 the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. 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) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

1.1.1 Rights of Qualification and Registration.

(a) Right of Qualification. The Holder shall have the right, which may be exercised at the Holder’s sole discretion, to convert any amount due under this Note into shares of any qualified Regulation A Offering under the Securities Act of 1933, as amended (the “Securities Act”) of Borrower during the term of the any such Regulation A Offering, including Borrower’s current Regulation A Offering (File No. 024-11830). The number of shares to be issued upon any such conversion shall be in accordance with Section 1.2 of this Note. In conjunction with the rights granted to the Holder under this Section 1.1.1, Borrower shall, as may be required and while any amount due under this Note remains outstanding, (1) identify the Holder as a selling shareholder in each of its Regulation A Offering Circulars; and (2) qualify and allocate a sufficient number of shares of Common Stock to repay the remaining balance under the Note in full.

(b) Right of Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other than the Holder) any of its Common Stock under the Securities Act, in connection with the public offering of such securities, the Company shall cause to be registered all shares of Common Stock into which this Note may converted in accordance with Section 1.2 of this Note. The Holder shall have the right to withdraw from any such registration proceeding, by giving written notice to the Company of such withdrawal.

1.2 Conversion Price. The Conversion Price shall equal the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the closing price for the Common Stock on the trading day immediately preceding the date of any conversion. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Notwithstanding the foregoing paragraph, should the Holder exercise its conversion rights pursuant to Section 1.1.1 of this Note, the Conversion Price shall be equal to the then-current offering price of the applicable Regulation A Offering Statement.

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved four and one half times the number of shares that would be issuable upon full conversion of the Note (assuming that the 9.99% limitation set forth in Section 1.1 is not in effect) (based on the respective Conversion Price of the Note (as defined in Section 1.2) in effect from time to time, initially 500,000,000 shares)(the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4 Method of Conversion.

Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, 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) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(a) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted.

The Holder and the Borrower shall maintain records showing the principal amount so 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.

(b) 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 Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to 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, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

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

(d) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (3 business days after receipt of Conversion Notice) due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $500 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that 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 of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall 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 (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) the Borrower or its transfer agent shall have been furnished by the Holder with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (ii) 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 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

After 180 days pursuant to Rule 144, any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by 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 may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of 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 another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the 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 respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for 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 Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to 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 above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or 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 after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution. [NOTE: This is not a ratchet provision, it simply prohibits the issuer from effecting a distribution of assets or stock while attempting to avoid conversion or payment of the note (i.e., in the event of an asset distribution which renders the company a shell company, without the foregoing language, although it would be a default, the note holder would be left with little other remedies to attempt to be repaid from the spin off entity). Note that the language does not change the conversion price formula.]

1.7 Prepayment. This Note may be prepaid at any time without penalty. The Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by 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, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may not be unreasonably withheld as long as such disposition does not render the Borrower a “shell company” as such term is defined in Rule 144.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4 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 material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 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 such a receiver or trustee shall otherwise be appointed.

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

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the 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 American Stock Exchange.

3.8 [Omitted].

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

3.10 Cessation of Operations. Any cessation of operations by Borrower rendering the Borrower a “shell company” as such term is defined in Rule 144, or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with OTC Markets at 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 such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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

3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder 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, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), 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 to the Default Sum (as defined herein).

UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, 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 TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2).

Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), 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 to 150% 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 the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder 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 exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable and the details of the determination of such amount, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

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

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently 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 address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

AURI, Inc.

1712 Pioneer Ave.

Ste. 500

Cheyenne, WY 82001

Attention: Edward Vakser CEO

If to the Holder:

MSC Capital Advisors, LLC

551 South Apollo Blvd., Ste 202

Melbourne, FL 32901

Attention: Christopher Shufeldt Managing Member

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and 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 so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be assigned by the Holder without the consent of the Borrower.

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

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Florida or in the federal courts located in the state and city of Orlando, Florida. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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

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

[ SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on October 18, 2024.

EXHIBIT A

FORM OF NOTICE OF CONVERSION

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of AURI, Inc., a Wyoming corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of October 18, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐ The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Date of conversion:

Applicable Conversion Price:

Number of shares of common stock to be issued pursuant to conversion of the Notes:

Amount of Principal Balance due remaining under the Note after this conversion: $

Exhibit 10.3

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $25,000.00

Principal Amount: $25,000.00

Purchase Price: $10,000.00

Issue Date: March 25, 2025

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, AURI, Inc., a Wyoming corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of MSC Capital Advisors LLC, or registered assigns (the “Holder”), the sum of $25,000.00 together with any interest as set forth herein, on March 25, 2026 (the “Maturity Date”), including interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment.

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Holder pays the full Purchase Price to the Borrower and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.

Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar 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. Conversion Rights

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date, or (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and nonassessable shares of Common Stock, as such Common Stock exists on the Issue Date, or, in the event of a recapitalization or merger, any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”) [The foregoing is not a ratchet provision; in the event of a recapitalization or merger, if common shareholder receive any other shares or interests, i.e., shares of a different issuer in the event of a merger, the Note will convert into such shares. That is the Note conversion rights will follow the merger.]; 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 conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower 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 beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. 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, as amended (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 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 applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the 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 the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. 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) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

1.1.1 Rights of Qualification and Registration.

(a) Right of Qualification. The Holder shall have the right, which may be exercised at the Holder’s sole discretion, to convert any amount due under this Note into shares of any qualified Regulation A Offering under the Securities Act of 1933, as amended (the “Securities Act”) of Borrower during the term of the any such Regulation A Offering, including Borrower’s current Regulation A Offering (File No. 024-11830). The number of shares to be issued upon any such conversion shall be in accordance with Section 1.2 of this Note. In conjunction with the rights granted to the Holder under this Section 1.1.1, Borrower shall, as may be required and while any amount due under this Note remains outstanding, (1) identify the Holder as a selling shareholder in each of its Regulation A Offering Circulars; and (2) qualify and allocate a sufficient number of shares of Common Stock to repay the remaining balance under the Note in full.

(b) Right of Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other than the Holder) any of its Common Stock under the Securities Act, in connection with the public offering of such securities, the Company shall cause to be registered all shares of Common Stock into which this Note may converted in accordance with Section 1.2 of this Note. The Holder shall have the right to withdraw from any such registration proceeding, by giving written notice to the Company of such withdrawal.

1.2 Conversion Price. The Conversion Price shall equal the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the closing price for the Common Stock on the trading day immediately preceding the date of any conversion. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Notwithstanding the foregoing paragraph, should the Holder exercise its conversion rights pursuant to Section 1.1.1 of this Note, the Conversion Price shall be equal to the then-current offering price of the applicable Regulation A Offering Statement.

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved four and one half times the number of shares that would be issuable upon full conversion of the Note (assuming that the 9.99% limitation set forth in Section 1.1 is not in effect) (based on the respective Conversion Price of the Note (as defined in Section 1.2) in effect from time to time, initially 500,000,000 shares)(the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4 Method of Conversion.

Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, 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) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(a) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted.

The Holder and the Borrower shall maintain records showing the principal amount so 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.

(b) 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 Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to 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, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

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

(d) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (3 business days after receipt of Conversion Notice) due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $500 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that 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 of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall 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 (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) the Borrower or its transfer agent shall have been furnished by the Holder with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (ii) 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 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

After 180 days pursuant to Rule 144, any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by 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 may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of 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 another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the 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 respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for 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 Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to 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 above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or 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 after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution. [NOTE: This is not a ratchet provision, it simply prohibits the issuer from effecting a distribution of assets or stock while attempting to avoid conversion or payment of the note (i.e., in the event of an asset distribution which renders the company a shell company, without the foregoing language, although it would be a default, the note holder would be left with little other remedies to attempt to be repaid from the spin off entity). Note that the language does not change the conversion price formula.]

1.7 Prepayment. This Note may be prepaid at any time without penalty. The Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by 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, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may not be unreasonably withheld as long as such disposition does not render the Borrower a “shell company” as such term is defined in Rule 144.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4 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 material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 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 such a receiver or trustee shall otherwise be appointed.

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

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the 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 American Stock Exchange.

3.8 [Omitted].

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

3.10 Cessation of Operations. Any cessation of operations by Borrower rendering the Borrower a “shell company” as such term is defined in Rule 144, or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with OTC Markets at 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 such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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

3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder 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, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), 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 to the Default Sum (as defined herein).

UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, 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 TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2).

Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), 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 to 150% 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 the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder 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 exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable and the details of the determination of such amount, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

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

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently 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 address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

AURI, Inc.

1712 Pioneer Ave.

Ste. 500

Cheyenne, WY 82001

Attention: Edward Vakser CEO

If to the Holder:

MSC Capital Advisors LLC

551 South Apollo Blvd., Ste 202

Melbourne, FL 32901

Attention: Christopher Shufeldt Managing Member

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and 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 so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be assigned by the Holder without the consent of the Borrower.

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

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Texas or in the federal courts located in the state and city of Houston, Texas. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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

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

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on March 25, 2025.

EXHIBIT A

FORM OF NOTICE OF CONVERSION

The undersigned hereby elects to convert $_______ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of AURI, Inc., a Wyoming corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of March 25, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐ The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker: ____________________________

Account Number: ____________________________

☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Date of conversion: ____________________________

Applicable Conversion Price: ____________________________

Number of shares of common stock to be issued pursuant to conversion of the Notes: ____________________________

Amount of Principal Balance due remaining under the Note after this conversion: $____________________________

Exhibit 99.1

NOTICE OF CONVERSION

Convertible Promissory Notes Issued by AURI, Inc.

Pursuant to Section 1.4 and Exhibit A

Date of Conversion: April 8, 2026

Dear Mr. Vakser:

The undersigned, GTII Receivership Estate (the “Holder”), as assignee of MSC Capital Advisors LLC pursuant to that certain Note Assignment and Partial Debt Settlement Agreement dated April 8, 2026, hereby elects to convert a portion of the outstanding principal and accrued interest under the Convertible Promissory Notes described below (collectively, the “AURI Notes”) into the maximum number of shares of common stock of AURI, Inc. (“Borrower”) available for issuance from the Borrower’s authorized but unissued shares, in accordance with the terms and conditions set forth therein.

1. The AURI Notes

* AURI Note 1 is past its maturity date and is currently in default.

** AURI Note 2 is past its maturity date and is currently in default.

2. Share Availability

Per OTC Markets disclosure, the Borrower’s current share structure is as follows:

Because the Borrower has only 841,242,529 shares available for issuance from its authorized but unissued common stock, the Holder elects to convert the maximum amount of debt that can be satisfied by the issuance of all 841,242,529 available shares.

3. Conversion Terms

Pursuant to Section 1.2 of each AURI Note, the Variable Conversion Price equals twenty-five percent (25%) of the Market Price (the closing price of AURI common stock on the trading day immediately preceding the Conversion Date), representing a seventy-five percent (75%) discount to market.

4. Conversion Amount Allocation

The Holder elects to apply the Conversion Amount of $42,062.13 against AURI Note 1 as follows:

5. Shares to Be Issued

The Holder hereby requests that the Borrower issue 841,242,529 shares of AURI, Inc. common stock ($0.001 par value) to the Holder, representing all available authorized but unissued shares of common stock. Upon issuance, these shares will represent approximately 8.41% of the post-conversion issued and outstanding shares (10,000,000,000 total), which is within the 9.99% beneficial ownership limitation.

The Borrower shall issue and deliver (or cause to be issued and delivered) certificates for the shares of Common Stock issuable upon this conversion within three (3) business days after receipt of this Notice of Conversion, in accordance with Section 1.4(b) of the AURI Notes.

6. Delivery Instructions

The Holder requests that the shares of Common Stock issuable upon this conversion be delivered in electronic book-entry format and held at the Borrower’s transfer agent in the name of:

Registered Holder: GTII Receivership Estate

Attention: Paul Strickland, Receiver

Address: 120 State Ave NE, Suite 1014, Olympia, WA 98501

The Holder requests that the transfer agent issue a Direct Registration System (DRS) statement confirming the electronic book-entry position to the Holder at the address above. In the event electronic book-entry is unavailable, the Holder requests physical stock certificates be delivered to:

GTII Receivership Estate

120 State Ave NE, Suite 1014

Olympia, WA 98501

7. Beneficial Ownership Representation

As of the date hereof, and after giving effect to this conversion, the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through ownership of the unconverted portion of the AURI Notes) does not exceed 9.99% of the number of shares of Common Stock outstanding as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.

The Holder is not currently the beneficial owner of any shares of AURI, Inc. common stock. The 841,242,529 shares requested herein represent approximately 8.41% of the 10,000,000,000 post-conversion issued and outstanding shares, which is within the 9.99% beneficial ownership limitation set forth in Section 1.1 of the AURI Notes.

8. Demand for Authorized Share Increase

The Holder notes that after issuance of the 841,242,529 shares requested herein, the Borrower will have zero (0) authorized but unissued shares remaining. The total remaining unconverted debt under the AURI Notes is $103,515.96.

Pursuant to Section 1.3 of each AURI Note, the Borrower is required at all times to have authorized and reserved four and one half (4.5) times the number of shares issuable upon full conversion of the Notes. At the current Conversion Price of $0.00005 per share, full conversion of the remaining $103,515.96 would require approximately 2,070,319,115 shares, with a 4.5x reserve of approximately 9,316,436,017 shares.

The Borrower’s failure to maintain the Reserved Amount constitutes an Event of Default under Section 3.2 of the AURI Notes. The Holder hereby demands that the Borrower immediately increase its authorized shares to a level sufficient to satisfy the reserve requirement and permit conversion of the full remaining balance.

9. Additional Provisions

This Notice of Conversion is irrevocable. The Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional in accordance with Section 1.4(b) of the AURI Notes.

Failure to deliver the Common Stock within three (3) business days of receipt of this Notice shall result in the accrual of a Fail to Deliver Fee of $500 per day in accordance with Section 1.4(d) of the AURI Notes.

Borrower’s Obligation to Disclose Convertible Debentures Under Alternative Reporting Standard. The Borrower is subject to the OTC Markets Group Alternative Reporting Standard (“ARS”) applicable to Pink Market issuers. Under the ARS Disclosure Guidelines, the Borrower is required to list and describe all issuances of promissory notes, convertible notes, or convertible debentures for the last two completed fiscal years and any subsequent interim period. The Borrower must disclose (i) the date of execution of each note or agreement, (ii) a description of the reason for issuance, (iii) the outstanding balance and any accrued interest, (iv) the maturity date, and (v) the conversion terms for each instrument. This disclosure must include all issued or outstanding convertible debt at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of the Borrower’s management certification. The Holder hereby demands that the Borrower include the AURI Notes and this conversion in its next ARS disclosure filing and management certification, reflecting the assignment to the GTII Receivership Estate, the outstanding balances (both pre- and post-conversion), the default status of both Notes, and the conversion terms set forth herein. Failure to make such disclosure may constitute a violation of the Borrower’s obligations under OTC Markets reporting requirements.

Convertible Debenture Disclosure Under Alternative Reporting Standard. The Borrower reports under the OTC Markets Alternative Reporting Standard and is subject to the Pink Basic Disclosure Guidelines. Under these guidelines, the Borrower is required to disclose in its periodic filings and Management Certification a complete table of all outstanding convertible promissory notes, convertible debentures, and any other debt instruments convertible into a class of the Borrower’s equity securities. The required disclosure must include, for each instrument: (i) the date of note issuance; (ii) the principal amount at issuance; (iii) the outstanding balance, including accrued interest; (iv) the maturity date; (v) the conversion terms, including the pricing mechanism for determining conversion into shares; (vi) the number of shares converted to date; (vii) the total number of potential shares issuable upon full conversion of the outstanding balance, calculated without regard to any beneficial ownership blockers or limitations; (viii) the name of the noteholder; and (ix) the reason for issuance.

The Holder hereby places the Borrower on notice that the AURI Notes, as assigned to the GTII Receivership Estate, must be disclosed in the Borrower’s next Management Certification and in all subsequent periodic disclosures filed with OTC Markets for so long as any balance remains outstanding. The Holder’s name (GTII Receivership Estate, as assignee of MSC Capital Advisors LLC) must appear as the current noteholder. The Borrower’s failure to accurately disclose the AURI Notes, the identity of the Holder, the outstanding balance, or the conversion terms in its OTC Markets filings may constitute a material omission and could result in the Borrower’s loss of Current Information status on OTC Markets, relegation to the “Limited Information” or “No Information” tier, and potential enforcement action by OTC Markets Group.

IN WITNESS WHEREOF, the Holder has executed this Notice of Conversion as of the date first set forth above.

HOLDER:

GTII RECEIVERSHIP ESTATE

Exhibit 99.2

Paul Strickland

Court-Appointed Receiver

120 State Ave NE, Ste. 1014

Olympia, WA 98501

[email protected]

[email protected]

Phone: 206-963-1094

MEMORANDUM

Subject: Formal Notification of AURI, Inc.’s Failure to Disclose Outstanding Convertible Promissory Notes in Violation of OTC Markets Alternative Reporting Standard and Pink Basic Disclosure Guidelines

Dear Issuer Services Team,

I am writing in my capacity as Receiver for the GTII Receivership Estate to formally notify OTC Markets that AURI, Inc. (OTCMKTS: AURI) is in material violation of its disclosure obligations under the OTC Markets Alternative Reporting Standard and the Pink Basic Disclosure Guidelines.

Specifically, AURI has failed to disclose the existence of two outstanding Convertible Promissory Notes (the “AURI Notes”) originally issued to MSC Capital Advisors LLC and subsequently assigned to the GTII Receivership Estate on April 8, 2026. These notes are currently in default. The AURI Notes consist of:

Note 1: Issued October 18, 2024 – Principal $100,000

Note 2: Issued March 25, 2025 – Principal $25,000

These instruments contain variable conversion features with a 75% discount to market and have a current combined outstanding balance (principal + accrued interest) of approximately $103,515.96.

Despite the clear requirements under the Pink Basic Disclosure Guidelines to disclose all outstanding convertible promissory notes, convertible debentures, and similar instruments (including issuance date, principal amount, outstanding balance, maturity date, conversion terms, and current holder), AURI has failed to include any reference to these notes in its most recent Annual Report or Management Certification.

This omission constitutes a material failure to provide accurate and complete disclosure of the company’s capital structure and outstanding convertible debt obligations.

We respectfully request that OTC Markets:

1. Immediately investigate AURI’s compliance with its disclosure obligations.

2. Require AURI to promptly amend and supplement its disclosures to include full details of the AURI Notes.

3. Consider appropriate regulatory action if AURI fails to cure this deficiency in a timely manner.

We are prepared to provide copies of the original notes, the assignment agreement, and the Notice of Conversion dated April 8, 2026, upon request.

Thank you for your prompt attention to this matter. Please feel free to contact me directly if you require any additional information.

Sincerely,

Paul Strickland

Receiver, GTII Receivership Estate

120 State Ave NE, Suite 1014

Olympia, WA 98501