EX-10.11S-1·CIK 2055301·0001628280-26-055463

EX-10.11

View original filing on SEC EDGAR → ·  seen Aug 10, 2026, 20:40 EDT

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FILING DETAILS

Filer
Aura Consolidated Group, Inc.
Filed
Aug 11, 2026
SEC file no.
333-298208
State of inc.
DE
SIC
7372
Location
BOSTON, MA

Exhibit 10.11

Execution Version

PORTIONS OF THIS EXHIBIT, INDICATED BY [***], HAVE BEEN OMITTED IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K. THE OMITTED INFORMATION IS (I) NOT MATERIAL AND (II) TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.

THISNOTEANDTHESECURITIESISSUABLEUPONTHECONVERSIONTHISNOTEHAVENOT BEENREGISTEREDUNDERTHESECURITIESACTOF1933,ASAMENDED(THE“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

AURACONSOLIDATEDGROUP,INC.

CONVERTIBLE UNSECURED NOTE

Note No.:001

Issue Date:May 12, 2025

$25,000,000

FOR VALUE RECEIVED, Aura Consolidated Group, Inc., a Delaware corporation (the “Company”),promisestopaytoLife360,Inc.,oritsregisteredassigns(the“Holder”),inlawfulmoneyof the United States of America the principal sum of Twenty Five Million Dollars ($25,000,000), or such lesser amount as shall equal the outstanding principal amount of this Note, together with simple interest from the date of this Convertible Unsecured Note (this “Note” or “Agreement”) on the unpaid principal balanceatarateequalto0%perannum,computedonthebasisoftheactualnumberofdayselapsedanda year of 365 days. Except as set forth in this Note, all unpaid principal, together with any then unpaid and accruedinterestandotheramountspayableunderthisNote,shallbedueandpayableontheearlierof: (a) the fifth (5) year anniversary of the date of this Note (the “Maturity Date”), if and when declared due andpayableinwritingbytheHolderonoraftertheMaturityDate;and(b)upontheoccurrenceandduring the continuance of an Event of Default, pursuant to the terms of Section 3. This Note and all payments hereon,includingtheprincipalAmountorinterest,constitutesaseniorunsecuredgeneralobligationofthe Company, ranking senior to all other existing unsecured indebtedness of the Company and ranking senior in right of payment to any future indebtedness of the Company. The parties further agree as follows:

1.    Payments.

(a)    VoluntaryPrepayment.ThisNotemaynotbeprepaidwithoutthewrittenconsent oftheHolder.

(b)    Mandatory Prepayment.In the event of a Change of Control, prior to any distribution to any holders of the Company’s equity securities or other existing unsecured indebtedness of the Company,the Holder shall receive the greater of: (i) a cash payment equal to the Outstanding Amount, upon or immediately following the closing of such Change of Control; or (ii) the amount the Holder would have received had the Note converted immediately prior to such Change of Control into Common Stock at a price per share equal to the lesser of (x) [***] and (y) a price per share equal to [***]. As a conditionprecedenttoreceive anycashpaymentpursuanttothisSection 1(b),ifrequestedbytheCompany,the


Holdershallexecuteand deliverareleaseinfavoroftheCompanyanditsAffiliates,coveringtheHolder’sstatusasalenderand/or stockholder in the Company, in a form materially similar to the general release provided by all holders of the Company’s equity securities in connection with such Change of Control.

2.    Events of Default. The occurrence of any of the following shall constitute an “Event of Default”underthisNote.ForpurposesofthisSection 2,thetermthe“Company”shallincludeanymaterial subsidiariesoftheCompany, unlessotherwisenotedherein,and any ofthe Events ofDefaultlistedin this Section 2shall also include any analogous foreign proceedings even if not expressly listed thereunder:

(a)    FailuretoPay.TheCompanyshallfailtopaywhendueanyprincipalpaymenton theduedateofthisNoteandsuchpaymentshallnothavebeenmadewithinfive(5)businessdaysafterthe Company receives written notice of such failure to pay;

(b)    Breaches of Covenants. The Company shall fail to observe or perform any other covenant, obligation, condition, or agreement contained in this Note (other than those specified inSection 2(a)) and such failure shall continue for five (5) business days after the Company’s receipt of written notice to the Company of such failure;

(c)    Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for, or consent to, the appointment of a receiver, trustee, liquidator, or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors,(iv) be dissolved or liquidated, or (v) commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief withrespecttoitselforitsdebtsunderanybankruptcy,insolvency,orothersimilarlawnoworhereafterin effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or

(d)    Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointmentofareceiver,trustee,liquidator,orcustodianoftheCompany,orofallorasubstantialpartof the property of the Company, or an involuntary case or other proceedings seeking liquidation, reorganization orother relief withrespect totheCompany orany ofitssubsidiaries, if any,orthedebts of the Company under any bankruptcy, insolvency, or other similar law now or hereafter in effect shall be commencedandanorder forrelief enteredorsuch proceedingshallnot be dismissedordischarged within forty five (45) days of commencement.

3.    Rights of Holder upon Default. Upon the occurrence of any Event of Default (other than anEventofDefaultdescribedinSections 2(c)or2(d))andatanytimethereafterduringthecontinuanceof such Event of Default, the Holder may, by written notice to the Company, declare all outstanding Obligations payable by the Company under this Note to be immediately due and payable without presentment, demand, protest, or any other notice of any kind, all of which are expressly waived, notwithstanding any other term of this Note. Upon the occurrence of any Event of Default described in Sections 2(c)and 2(d), immediately and without notice, all outstanding Obligations payable by the CompanyunderthisNote shall automaticallybecomeimmediatelydueandpayable,withoutpresentment, demand, protest, or any other notice of any kind, all of which are expressly waived, notwithstanding any othertermofthisNote.Inaddition,upontheoccurrenceandduringthecontinuanceofanyEventofDefault, theHoldermay,withthewrittenconsentoftheHolder,exerciseanyotherright,power,orremedygranted toit bythe Noteorotherwisepermittedtoit bylaw,either bysuit inequityorbyactionat law,orboth.In theeventofanyEventofDefaulthereunder,theCompanyshallpayallreasonableattorneys’feesandcourt costs incurred by the Holder in enforcing and collecting this Note.

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4.    MarketStand-Off.IntheeventthattheCompanyundertakesaninitialpublicoffering ofitssecuritiesoranyotherpublicoffering,theHolderagreesnottosell,transfer,orotherwisedisposeof any shares of securities of the Company acquired upon conversion of this Note for a period of 180 days followingtheeffectivedateoftheregistrationstatementforsuchoffering,exceptaspartoftheofferingor withthepriorwrittenconsentoftheCompanyandthemanagingunderwriter(s).TheHolderfurtheragrees to execute any agreements reasonably requested by the Company or the underwriter(s) that are consistent withthisprovisionorthatarenecessarytogivefurthereffecttothisprovision,providedthatsuchagreement is on terms consistent with the market stand-off provision in the Amended and Restated Investor Rights Agreement dated as of August 8, 2024, as may be amended and restated and then in effect.

5.    Conversion.

(a)    Automatic Conversion.If aQualified Financing occurs on or before the Maturity Date,thentheOutstandingAmountshallautomaticallyconvertintofullypaidandnonassessablesharesof Common Stock in connection with the Qualified Financing at the Conversion Price.

(b)    Voluntary Conversion. If a Non-Qualified Financing occurs on or before the Maturity Date, then the Holder shall have the option, by delivering written notice to the Company at least five (5) business days prior to the closing of such Non-Qualified Financing, to have the Outstanding Amount converted into fully paid and nonassessable shares of Conversion Preferred Stock at the Conversion Price in connection with such Non-Qualified Financing.

(c)    MaturityConversion. If this Note remains outstanding following the Maturity Date, the Holder may, (A) convert the Outstanding Amount into fully paid and nonassessable shares of the most senior series of the Company’s preferred stock then outstanding (“Senior Preferred Stock”) at a price per share equal to [***], (B) demand repayment of the Note in cash at the original principal amount plus accrued interest, or (C) amend the Note to extend the Maturity Date by mutual agreement with the Company. As a condition precedent to the Maturity Conversion, (i) the Company shall take such corporate action(s), in the opinion of the Company’s counsel, including an amendment to the Certificate of Incorporation (the “Amendment”), to properly and lawfully authorize and issue such shares of Senior Preferred Stock pursuant to such Maturity Conversion, and (ii) the Holder shall become a party to any stockholders agreements or other agreements with the Company (the “Stockholder Agreements”) relating to the Senior Preferred Stock as an “Investor”. If the Holder is a stockholder of the Company, then the Holder consents, and agrees to consent, to the Amendment in all respects.

(d)    ConversionProcedure.

(i)    ConversionProcedure.IfthisNoteistobeconverted,writtennoticeshall bedeliveredtotheHolderattheaddresslastshownontherecordsoftheCompanyfor theHolderorgiven bytheHoldertotheCompanyforthepurposeofnoticeatleasttenbusinessdayspriortosuchconversion, (A) notifyingtheHolderoftheconversiontobeeffected,(B)specifyingthematerialtermsoftheapplicable ConversionTransaction(includingtheconversionpricepershare andtheconversionclassand/orseriesof capital stock), the Outstanding Amount, and the expected conversion date, and (C) requesting that the Holder surrender to the Company, in the manner and at the place designated, this Note. Upon such conversion of this Note and as a condition precedent to receive any securities issued upon conversion of this Note, the Holder shall execute and deliver to the Company the customary transaction agreements related totheapplicable Conversion Transaction, which mayinclude a purchaseor conversionagreement, and/or other customary and/or applicable agreements, with customary representations and warranties and transfer restrictions. The Holder shall deliver the original of this Note (or a notice to the effect that the originalNotehasbeenlost,stolen,ordestroyedandanagreementacceptabletotheCompanywherebythe

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Holder agrees toindemnifythe Company from any loss incurred by it in connection with this Note) at the initial closing of such Conversion Transaction; provided, however, that upon the initial closing of such Conversion Transaction, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this Section 5(d)(i). The Company shall, as soon as practicable thereafter, issue and deliver to the Holder a certificate (or other evidence of such ownership, includingadigitalcertificate,otherdigitalevidence,orevidenceofabookentry) forthenumberofshares to which the Holder shall be entitled upon the conversion of this Note.

(ii)    TimingofConversion.AnyconversionofthisNoteshallbedeemedtobe effective, (A) in the case of a Qualified Financing or Non-Qualified Financing, immediately prior to the Qualified Financing or Non-Qualified Financing, or (B) in the case of a Change of Control, immediately prior to the Change of Control, as applicable.

(iii)    Fractional Shares; Effect of Conversion.No fractional shares shall be issued upon conversion of this Note. If upon any conversion of this Note, a fraction of a share would otherwise be issued, then in lieu of such fractional share, the Company shall pay to the Holder an amount incashequaltosuchfractionofasharemultipliedbytheapplicableConversionPrice.Uponconversionof this Note pursuant to the terms hereof, the Company shall be forever released from all its obligations and liabilities under this Note, and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation.

6.    Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder that, except as set forth on the Disclosure Schedule attached as Exhibit Ato this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date hereof, except as otherwise indicated.TheDisclosureSchedule shallbearrangedinsectionscorrespondingtothenumberedandlettered sections contained in this Section 6, and the disclosures in any section of the Disclosure Schedule shall qualify other sections in this Section 6only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections.

For purposes of these representations and warranties (other than those in Sections 6(b), 6(c), 6(d), and 6(e)) the term the “Company” shall include any material subsidiaries of the Company, unless otherwise noted herein.

(a)    Organization, Good Standing, Corporate Power and Qualification. The Companyis a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

(b)    Capitalization.

(i)    The authorizedcapitalof theCompanyconsists,immediately prior tothe IssueDate,of:

(1)    176,665,265 shares of common stock, $0.0001 par value per share, 20,120,284 shares of which are issued and outstanding immediately prior to the Issue Date.

(2)    114,802,731 shares of preferred stock, $0.0001 par value per share, ofwhich 13,500,000shares have beendesignated Series A-1 preferredstock and 13,240,090 shares

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areissuedandoutstanding,21,000,000shareshavebeendesignatedSeriesA-2preferredstockand 18,792,859 shares are issued and outstanding, 1,100,000 shares have been designated Series B preferred stock and 1,088,950 shares are issued and outstanding, 30,500,000 shares have been designated Series C preferred stock and 30,333,645 shares are issued and outstanding, 5,100,000 shares have been designated Series C-1 preferred stock and 5,074,944 shares are issued and outstanding, 12,000,000 shares have been designatedSeriesDpreferredstockand872,278sharesareissuedandoutstanding,10,800,000shareshave been designated Series E preferred stock and 10,767,857 shares are issued and outstanding, 12,081,920 shareshavebeendesignatedSeriesFpreferredstockand11,581,918sharesareissuedandoutstanding,and 8,720,811 shares have been designated Series G preferred stock and 8,720,810 shares are issued and outstanding. The rights, privileges and preferences of the preferred stock are as stated in the Restated CertificateandasprovidedbytheDGCL.Eachshareofpreferredstockoutstandingasofimmediatelyprior to the Issue Date will be convertible into the same number of shares of Common Stock, as of both immediately prior to and immediately after the Issue Date.

(3)    All of the outstanding shares of capital stock have been duly authorized,arefullypaidandnonassessableandwereissuedincompliancewithallapplicablefederaland state securities laws.

(ii)    The Company has reserved 36,329,403 shares of Common Stock for issuancetoofficers,directors,employeesandconsultantsoftheCompanypursuanttoitsAuraConsolidated Group, Inc. 2024 Equity Incentive Plan, as amended, duly adopted by the Board of Directors of the Company (the “Board of Directors”) and approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of Common Stock, (i) 1,705,609shares have been issued pursuant torestricted stock purchase agreements and/or the exercise of options and are currently outstanding (and included as outstandingin Section 6(b)(i)(1)above),(ii) options topurchase 26,284,971shares havebeen granted and are currently outstanding, and (iii) 8,395,036 shares of Common Stock remain available for issuance to officers,directors,employeesandconsultantspursuanttotheStockPlan,allofwhichremainuncommitted andunallocated.TheCompanyhasfurnishedtotheHoldercompleteandaccuratecopiesofthe StockPlan and forms of agreements used thereunder.

(iii)    TheCompanyhasobtainedvalidwaiversofanyrightsbyotherpartiesto enterintothisNote.

(c)    Authorization.AllcorporateactionrequiredtobetakenbytheBoardofDirectorsand theCompany’sstockholdersnecessaryfortheissuanceanddeliveryofthisNotehasbeentaken.Allaction on the part of the officers of the Company necessary for the execution and delivery of this Note, the performance of all obligations of the Company under this Note to be performed as of the Issue Date, and the issuance and delivery of the Note has been taken. this Note, when executed and delivered by the Company, shall constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relatingto oraffecting theenforcement of creditors’rightsgenerally; (ii)aslimited bylawsrelatingtothe availability of specific performance, injunctive relief or other equitable remedies; or (iii) to the extent the indemnificationprovisionscontainedinanyStockholderAgreementmaybelimitedbyapplicablefederal or state securities laws.

(d)    ValidIssuanceofNote.ThisNotewillbevalidlyissued,fullypaidandnonassessable and free of restrictions on transfer other than restrictions set forth herein, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Holder. The Note will be issued in compliance with all applicable federal and state securities laws. The Conversion Preferred Stock

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and CommonStockissuableuponconversionoftheConversionPreferredStockhasbeendulyreservedfor issuance,anduponissuanceinaccordancewiththetermsoftheRestatedCertificate,willbevalidlyissued, fully paid and nonassessable and free of restrictions ontransfer otherthan restrictions on transfer set forth herein, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Holder.

(e)    Governmental Consents and Filings. No consent, approval, order or authorization of, orregistration,qualification,designation,declarationorfilingwith,anyfederal,stateorlocalgovernmental authority is required on the part of the Company in connection with the issuance of this Note.

(f)    Litigation. To the Company’s knowledge, there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or currently threatened (i) against the Company or anyOfficerordirectoroftheCompanyarisingoutoftheiremploymentorBoardofDirectors’relationship withtheCompany;(ii)thatquestionsthevalidityofthisNoteortherightoftheCompanytoenterintothis Note, or to consummate the transactions contemplated by this Note; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(g)    CompliancewithOtherInstruments.TheCompanyisnotinviolationordefault(a) of anyprovisionsofitsRestatedCertificateorBylaws;(b)inanymaterialrespectofanyinstrument,judgment, order,writordecree;(c)inanymaterialrespectunderanynote,indentureormortgage;(d) inanymaterial respectunderanylease,agreement,contractorpurchaseordertowhichitis apartyorbywhichitisbound thatisrequiredtobelistedontheDisclosureSchedule;or(e)ofanyprovisionofanyfederalorstatestatute, ruleorregulationapplicabletotheCompanytheviolationofwhichwouldhaveaMaterialAdverseEffect. The execution, delivery and performance of this Note and the consummation of the transactions contemplated by this Note will not result in any such violation or be in conflict with or constitute, with or without the passage of timeand giving of notice, either(i)a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

(h)    CorporateDocuments. TheRestatedCertificateandBylawsofthe Companyasofthe date of this Agreement are in the form made available to the Holder.

7.    Definitions.AsusedinthisNote,thefollowingcapitalizedtermshavethefollowing meanings:

(a)    “Change of Control” means (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of morethan amajorityoftheoutstandingvoting securities of the Companyhavingtherightto votefortheelectionofmembersoftheBoardofDirectors,(ii)anyreorganization,merger,orconsolidation oftheCompany,otherthanatransactionorseriesofrelatedtransactionsinwhichtheholdersofthevoting securitiesoftheCompanyoutstandingimmediatelypriortosuchtransactionorseriesofrelatedtransactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity, or (iii) a sale, lease, or other disposition of all or substantially all of the assets of the Company.

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(b)    “CommonStock”meanstheCompany’scommonstock,$0.0001parvalueper share.

(c)    “Conversion Preferred Stock” means the shares of a series of the Company’s preferred stock issued to the Holder in the Non-Qualified Financing, as applicable, having the identical rights, privileges, preferences, and restrictions as the shares of the Company’s preferred stock sold and issued tonewcashpurchasersinconnectionwiththe Non-QualifiedFinancingotherthanwithrespectto: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection,whichwillinitiallyequaltheConversionPrice;and(ii)thebasisforanydividendrights,which will be based on the Conversion Price.

(d)    “Conversion Price” means a price per share equal to the lower of: (i) 85% of the lowest price per share of Common Stock paid by public investors in a Qualified Financing or preferred stock sold in a Non-Qualified Financing, as applicable (the “Discount Price”), or (ii) an amount obtained by dividing (x) the Valuation Cap by (y) the Fully Diluted Capitalization as of immediately prior to the QualifiedFinancingorNon-QualifiedFinancing,asapplicable (the“CapPrice”),provided,however,that innoeventwilltheCapPriceinaNon-QualifiedFinancingRoundbelessthanthepricepershareobtained by dividing (x) the Valuation Floor by (y) the Fully Diluted Capitalization as of immediately prior to the Non-Qualified Financing.

(e)    “ConversionTransaction”means,asapplicable,aQualifiedFinancing oraNon-Qualified Financing.

(f)    “DGCL”meanstheGeneralCorporationLawoftheStateofDelaware,as amended.

(g)    “Fully Diluted Capitalization” means the sum of (i)the outstanding shares of Common Stock, and (ii)the shares of Common Stock directly or indirectly issuable upon conversion or exchange of all outstanding securities directly or indirectly convertible into or exchangeable for Common Stock (including preferred stock) and the exercise of all issued, outstanding and promised options and warrants, including in connection with a Non-Qualified Financing, all shares of Common Stock that are reserved, available for future grant and not subject to any outstanding options or promised options under anyequityincentiveorsimilarCompanyplan,includinganyincreasetotheStockPlanoranyoptionpool; provided,thatFullyDilutedCapitalizationshallnotincludetheNoteandthesecuritiesdirectlyorindirectly issuable upon conversion or exchange of the Note.

(h)    “IssueDate”meansthe dateofthisNoteasfirstwritten aboveorMay 12,2025.

(i)    “Lien” means, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge, or other encumbrance.

(j)    “MaterialAdverseEffect”meansamaterialadverseeffectonthebusiness,assets (including intangible assets), liabilities, financial condition, property, or results of operations of the Company.

(k)    “Non-Qualified Financing” means a bona fide financing transaction or series of related transactions in which the Company raises gross proceeds of at least $50 million, whether led by existing or new investors, and does not constitute a Qualified Financing.

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(l)    “Officer” means the Chief Executive Officer, President, Chief Financial Officer, and any other person who reports directly to the Board of Directors or the Chief Executive Officer.

(m)    “OutstandingAmount”meansthethenoutstandingprincipalamountofthisNote plus accrued interest.

(n)    “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

(o)    “QualifiedFinancing”meansafirm-commitmentunderwrittenpublicofferingof the Company’s Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, that results in aggregate gross proceeds to the Company of at least $75 million.

(p)    “Restated Certificate” means the Company’s Amended and Restated Certificate of Incorporation.

(q)    “Senior Indebtedness” means, unless expressly subordinated to or made on a paritywiththeamountsdueunderthisNote,theprincipalof(andpremium,ifany),unpaidinterestonand amountsreimbursable,fees,expenses,costsofenforcement,andotheramountsdueinconnectionwith,(i) securedindebtednessforborrowedmoneyoftheCompany,tobanks,commercialfinancelenders,orother lending institutions regularly engaged in the business of lending money (excluding (A) any indebtedness convertibleintoequitysecuritiesoftheCompanyand(B)indebtednessinconnectionwithcapitalleasesor operating leases used solely for the purchase, finance, or acquisition of equipment and where such indebtednessissecuredsolelybysuchequipment),and(ii) anyextension,refinance,renewal,replacement, defeasance, or refunding of any indebtedness described in clause (i).

(r)    “ValuationCap” means [***].

(s)    “ValuationFloor” means [***].

8.    MFN. If the Company issues any Subsequent Convertible Securities (as defined below) with terms more favorable than those of this Note (including, without limitation, a valuation cap and/or discount) prior to termination of this Note, the Company will promptly provide the Holder with written notice thereof, together with a copy of such Subsequent Convertible Securities (the “MFN Notice”) and, upon written request of the Holder, any additional information related to such Subsequent Convertible SecuritiesasmaybereasonablyrequestedbytheHolder.IntheeventtheHolderdeterminesthattheterms oftheSubsequentConvertibleSecuritiesarepreferabletothetermsofthisNote,the Holderwillnotifythe Companyinwritingwithin10daysofthereceiptoftheMFNNotice.Promptlyafterreceiptofsuchwritten notice from the Holder, the Company agrees to amend and restate this instrument to be identical to the instrument(s) evidencing the Subsequent Convertible Securities; providedthat, should this instrument, as amendedandrestatedpursuanttotheforegoing,requiretheCompanytopaytheHolderanyinterestonthe Note, suchinterest payments shall reduce, dollar-for-dollar, the required Minimum Guarantee Payment as defined in the commercial agreement between the Company and the Holder. For purposes of this Agreement,“SubsequentConvertibleSecurities”meansonlythefirsttrancheofconvertiblesecuritiesthat the Company may issue after the date of this Agreement with the principal purpose of raising capital, includingbutnotlimitedto,SimpleAgreementsforFutureEquity,convertibledebtinstruments(including other convertible promissory notes) and other convertible securities. Subsequent Convertible Securities excludes: the following types of securities: (A) options issued pursuant to any equity incentive or similar planoftheCompany;(B)convertiblesecuritiesissuedorissuableto(1)banks,equipmentlessors,financial institutions or other persons engaged in the business of making loans pursuant to a debt financing or

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commercial leasing or (2) suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions; and (C) convertible securities issued or issuable in connection withsponsoredresearch,collaboration,technologylicense,development,OEM,marketingorothersimilar agreements or strategic partnerships.

9.    InformationRights.TheCompanyshalldelivertoHolderassoonaspracticable,butinany eventwithin45daysaftertheendofeachquarterofeachfiscalyearoftheCompany,quarterlyfinancial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), providedthat so long as the Company is providing such financial statements to other investors of the Companypursuanttoanystockholderagreement,thentheCompanyshalldeliversuchfinancialstatements to Holder at the same time and in the same manner as such financial statements are delivered to the Company’sotherstockholdersentitledtoreceivesuchfinancialstatements.Uponterminationorconversion ofthisNote,Holderwill becomeapartytotheCompany’sexistingstockholderagreementsorenterintoa new side letter with the Company pursuant to which the rights set forth in this Section 9will survive until the earlier of (i) such time that Holder no longer holds any securities of the Company or (ii) a Qualified Financing or Change of Control.

10.    Miscellaneous.

(a)    SuccessorsandAssigns;TransferofthisNote.

(i)    Subject to the restrictions on transfer set forth in this Section 10(a), the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators, and transferees of the parties.

(ii)    ThisNoteshall notbedirectlyorindirectly transferredor assignedbythe HolderwithoutthepriorwrittenconsentoftheCompany; provided,however,thattheHoldermaytransfer or assign this Note to (A) an Affiliate of the Holder, or (B) in connection with a merger, consolidation, or sale of all or substantially all of the assets or equity interests of the Holder, so long as such transfer or assignment is in compliance with applicable securities laws and such Affiliate assumes in writing the Holder’srights,interests,andobligationsunderthisNotepursuanttoanassignmentagreementinformand substance acceptable to the Company.

(b)    GoverningLaw.ThisNoteandallactionsarisingoutoforinconnectionwiththis Note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state.

(c)    Tax Treatment.It is the intention of the Company and the Holder that for U.S. federal andotherapplicable incometaxpurposes (suchtaxtreatment,the“Intended TaxTreatment”):(a) the Note shall be treated as a “common” equity (and not debt) interest in the Company, including for purposesofSections 304,305,306,354,368and1036oftheInternalRevenueCodeof1986(the“Code”), (b) theHoldershallnotberequiredtoincludeinincomeasadividendany amounts,includinganyaccrual of “interest” in respect of the Note, under Section 301 of the Code or Section 305(c) of the Code, (c) any payment by the Company to the Holder in redemption or repayment of the Note (including payments on theMaturityDate),whetherinpartorinfull,shallbetreatedasaredemptionwithinthemeaningofCode Section 317(b), and (d) the conversion of the Note into shares of Common Stock, Conversion Preferred StockorSeniorPreferredStock(asapplicable) oftheCompanypursuanttoSection 5ofthisNoteshallbe treated as a reorganization pursuant to Section 368(a)(1)(E) of the Code in which no gain or loss shall be recognized by the Holder and will not give rise to any deemed distribution within the meaning of Section 305(b) or Section 305(c) of the Code or otherwise, and this Note is hereby

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adopted as a “plan of reorganization” within the meaning of 1.368-2(g) and 1.368-3(a). The Company will report consistently with, and take no positions or actions inconsistent with (including, without limitation, by way of withholding),theIntendedTaxTreatmentonanytaxreturnorothertaxfiling,inanytaxproceedingortax audit or otherwise, unless otherwise required by a final determination of a taxing authority within the meaning of Section 1313(a) of the Code.

(d)    WaiverandAmendment. Exceptasexpresslysetforthinthis Note,anyprovision of this Note may be amended, waived, modified, or terminated upon the written consent of the Company and the Holder.

(e)    Notices.All notices and other communications required or permitted under this Note shall be in writing and: (i) mailed by registered or certified mail, postage prepaid, to the receiving party’s address set forth on the signature page(s) of this Note, (ii) sent by electronic mail to the receiving party’s electronic mail address set forth on the signature page(s) of this Note, or (iii) delivered by hand, messenger,orcourierservicetothereceivingparty.Eachsuchnoticeorothercommunicationshall,forall purposesofthisNote,betreatedaseffectiveorhavingbeengivenwhen:(A)deliveredbyhand,messenger, or courier service, when delivered (or if sent via a recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier); (B) sent via mail, at the earlier of its receipt or five (5) days after the same has been deposited in a regularly-maintained receptacle for mail, addressed and mailed as specified; or (C) sent via electronic mail. Each party may update or otherwise change their address or electronic address by providing notice to the other party pursuanttothisSection 10(e).SubjecttothelimitationssetforthinSection 232(e)oftheDGCL,theHolder consents to the delivery of any notice to stockholders given by the Company under the DGCL or the Certificate of Incorporation or the Bylaws by (1)electronic mail to any electronic mail address for the HolderintheCompany’srecordsor(2)anyotherformofelectronictransmission(asdefinedintheDGCL) directed to the Holder. This consent may be revoked by the Holder by written notice to the Company and may be deemed revoked in the circumstances specified in Section 232 of the DGCL.

(f)    Severability. If any provision of this Note becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Note, and such illegal, unenforceable, or void provision shall be replaced with a valid and enforceable provision that will achieve, to the extent possible,thesameeconomic,business,andotherpurposesoftheillegal,unenforceable,orvoidprovision. The remaining provisions of this Note shall be enforceable in accordance with its terms.

(g)    Counterparts.This Note may be executed in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute oneand the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(h)    Entire Agreement. This Note constitutes the full and entire understanding and agreement between the parties with respect to the subject matter herein, and any other written or oral agreement relating to such subject matter existing between the parties are expressly cancelled.

(i)    Further Assurances. Each party agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership, or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to fully effectuate the terms of this Note.

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(j)    Payment.Unless converted into the Company’s equity securities pursuant to the terms of this Note, payment shall be made in lawful tender of the United States.

(k)    Waivers.The Company waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, and all other notices or demands relative to this instrument.

(l)    Replacement of this Note. Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Note and, if requested by the Company, an indemnity agreement in form and substance acceptable to the Company, the Company shallexecuteanddeliver,inlieuofthisNote,anewNoteofthesameamount,attheexpenseoftheHolder. Theterm“Note”shallincludethisNoteandanyNotesdeliveredinsubstitution,exchange,orreplacement of this Note.

(m)    Dispute Resolution.The parties (i) irrevocably and unconditionally submit to the jurisdictionofthestatecourtsofDelawareandtothejurisdictionoftheUnitedStatesDistrictCourtforthe District of Delaware for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action, or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the DistrictofDelaware,and(iii)waive,andagreenottoassert,bywayofmotion,asadefense,orotherwise, in any such suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action,orproceedingisbroughtinaninconvenient forum,thatthevenue of the suit,action, or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursementsinadditiontoanyotherrelieftowhichsuchpartymaybeentitled.Eachofthepartiestothis Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.

(n)    Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACHPARTYWAIVESITSRIGHTSTOAJURYTRIALOFANYCLAIMORCAUSEOFACTION BASEDUPONORARISINGOUTOFTHISNOTE, THESECURITIESORTHESUBJECTMATTER OF THIS NOTE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANYAND ALLDISPUTESTHATMAYBEFILEDINANYCOURT AND THATRELATETOTHE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACTCLAIMS,TORTCLAIMS(INCLUDINGNEGLIGENCE),BREACHOFDUTYCLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

(SignaturePageFollows)

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TheCompany andthe Holderhave madethisNoteeffective asof thedatefirstsetforth above.

COMPANY:

AURACONSOLIDATEDGROUP,INC.

By: /s/ Brian DeCenzo
Name: Brian DeCenzoTitle: ChiefFinancialOfficer
Address:250 Northern Ave., 3rd Floor, Boston, MA02210
Email:brian@aura.com
Withacopy (which shallnotconstitute notice) to:
Latham&WatkinsLLP140ScottDrive|MenloPark,CA94025Sarah Axtellsarah.axtell@lw.com

HOLDER:

LIFE360, INC.

By: /s/ Russell Burke
Name: Russell BurkeTitle: Chief Financial Officer
Address: 1900 S Norfolk St, Suite 310, San Mateo, CA 94403
Email: rburke@life360.com; legalnotices@life360.com
Witha copy (which shallnot constitute notice) to:
SidleyAustinLLP1999AvenueoftheStars,17thFloor,LosAngeles,CA90067Natalie KaramNatalie.Karam@sidley.com

(Signature Page to Convertible Unsecured Note)


EXHIBIT A

DISCLOSURESCHEDULE

This Disclosure Schedule is made and given pursuant to Section 6of the Convertible Unsecured Note, datedasofMay12,2025(the“Note”),byandamongAuraConsolidatedGroup,Inc.(the “Company”)and Life360,Inc.,oritsregisteredassigns(the“Holder”).Allcapitalizedtermsused but notdefinedhereinshallhavethemeaningsasdefinedintheNote,unlessotherwiseprovided. The sectionnumbersbelow correspondtothesectionnumbers of the representationsandwarranties in the Note;provided,however,thatanyinformationdisclosedhereinunderanysectionnumbershall be deemedtobedisclosedandincorporatedintoanyothersectionnumberundertheNotewhere such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of anyrepresentation orwarrantycontainedintheNoteortocreateanycovenant.Inclusionofany iteminthis DisclosureSchedule (1)doesnotrepresenta determinationthatsuchitemismaterial orestablishastandardofmateriality,(2)doesnotrepresentadeterminationthatsuchitemdid notariseintheordinarycourseofbusiness,(3)doesnotrepresentadeterminationthatthe transactions contemplated bytheNoterequiretheconsentofthirdparties,and(4)shallnotconstitute, orbedeemedtobe,an admissiontoanythirdpartyconcerningsuchitem.ThisDisclosure Schedule includesbrief descriptions or summaries of certain agreements and instruments. Such descriptions do not purport to be comprehensive and are qualified in their entirety by reference to the text of the documents described, true and complete copies of which have been made available to the Holder or their respective counsel.

[None.]

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