Browse EX-10 agreements

**Amendment to the Share Purchase Agreement **

**THIS Amendment to the Share Purchase Agreement **(the “Agreement”) dated the 16th day of November 2023 between FNB Enterprises Ltd. (the “Purchaser”) and YouneeqAI Technical Services Inc. (the “Vendor”), Is hereby agreed between the parties to amend the Share Purchase Agreement referenced above for mutual benefits, detriments and promises, the adequacy of which is hereby acknowledged, as follows-

Section 1 shall be amended to substitute the following terms in Section 1 in its entirety:

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**Exhibit 10.5 **

GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 1st day of July, 2026.

	BETWEEN:

YOUNEEQAI TECHNICAL SERVICES, INC. of

2700 Youngfield St., Suite 100

Lakewood, CO, United States, 80215 (the “Company”)

- AND -

NICHOLAS GENTY of

7205 Pantonbury Pl., Wake Forest, NC 27587, USA (the "Service Provider").

	BACKGROUND:

	A.	The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company.

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**Exhibit 10.1 **

GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 15th, day of April, 2024.

BETWEEN:

YOUNEEQAI TECHNICAL SERVICES, INC. of

2700 Youngfield St., Suite 100

Lakewood, CO, United States, 80215

(the "Company")

- AND –

** **

David Edmunds of Broad Reach Consulting Inc. of

Suite 207 – 2680 Arbutus Street, Vancouver, BC, V6J 5L8

(the "Service Provider").

BACKGROUND:

A. The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company.

B. The Service Provider is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement.

C. The Company is interested in the Service Provider Services under the terms and conditions set out in this Agreement.

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**Exhibit 10.2 **

** **

GENERAL SERVICE AGREEMENT

** **

AMENDMENT #1

** **

**THIS AMENDMENT NUMBER 1 (the “Amendment”) dated this 1st date of August 2024 to the GENERAL SERVICE AGREEMENT made on the 1st day of November, 2023 (the "Agreement") **

** **

**BETWEEN: **

** **

YOUNEEQAI TECHNICAL SERVICES, INC. of

2700 Youngfield St., Suite 100

Lakewood, CO, United States, 80215

(the "Company")

** **

- AND –

David Edmunds of Broad Reach Consulting Inc. of

Suite 207 – 2680 Arbutus Street, Vancouver, BC, V6J 5L8

(the "Service Provider").

**BACKGROUND: **

A.		The Service Provider and the Company entered into a contract for the provision of services to the Company by the Service Provider

And

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Aura Consolidated Group, Inc

Employee Replacement Incentive Securities Plan

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Table of Contents

Clause								Page No

1.							Definitions and interpretation	1
1.1							Definitions	1
1.2							Interpretation	6
1.3							Inconsistencies	7

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Execution Version

CERTAIN INFORMATION, SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(a)(5) AND ITEM 601(b)(10) OF REGULATION S-K. THE COMPANY AGREES TO FILE SUPPLEMENTALLY TO THE COMMISSION AN UNREDACTED COPY OF THIS EXHIBIT, OR A COPY OF ANY OMITTED SCHEDULE OR EXHIBIT HERETO, UPON REQUEST. [***] INDICATES THAT SCHEDULES AND INFORMATION HAVE BEEN REDACTED.

AURA SUB, LLC

LOAN AND SECURITY AGREEMENT

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This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of February 18, 2025, by and among BANC OF CALIFORNIA, a California state-chartered bank (“Bank”); AURA SUB, LLC, a Delaware limited liability company (“Borrower”); and AURA HOLDCO LLC, a Delaware limited liability company (“Parent”), CIRCLE MEDIA LABS INC., a Delaware corporation (“Circle Media”), and GET AURA LLC, a Delaware limited liability company (“Get Aura”; together with Parent, Circle Media, and any other Person joined hereto as a guarantor from time to time, each a “Guarantor” and, collectively, “Guarantors”; Borrower and each Guarantor are each a “Loan Party” and, collectively, “L

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of this 11th day of March 2025 by and between Aura Consolidated Group, Inc. and Hari Ravichandran (the “Executive”) (collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Executive was party to an employment agreement with WC SACD One, Inc. dated January 2019 (the “Prior Agreement”), which was assumed by Aura Group, Inc.,

WHEREAS, Aura Group, Inc. spun off Aura Consolidated Group, Inc. (the “Company” or “Aura Consolidated”) to its shareholders in May 2024 and changed its name to Pango Group, Inc. (“Pango”),

WHEREAS, the Parties desire that the Executive lead the Company and its subsidiaries as their principal executive officer, and Executive desires to use his skill, experience, and judgment to lead the Company and its subsidiaries, on the terms and conditions set forth below.

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LEASE AGREEMENT

BY AND BETWEEN

LIBERTY WHARF, LLC

AND

WC SACD HOLDINGS, INC.

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TABLE OF CONTENTS

ARTICLE I BASIC LEASE INFORMATION					1
ARTICLE II LEASE AND TERM					5
ARTICLE III CONDITION OF PREMISES; POSSESSION.					7
ARTICLE IV RENT.					8
ARTICLE V COMPLIANCE WITH LAWS; USE.					13

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May 9, 2025

Ms. Rehka Singh

Dear Rehka,

We are thrilled to extend you an offer to join Aura Sub, LLC (“Aura” or “the Company”). All the details you’ll need are below. If you have any questions at all, don’t hesitate to ask.

Offer Details:

Job Title: Chief Technology Officer

Reporting To: Hari Ravichandran, CEO

Annual Base Salary: $500,000, less applicable withholdings and deductions

Annual Target Bonus: $250,000, less applicable withholdings and deductions

Equity: 500,000 Stock Options

Start Date: June 16, 2025

Employment Type: Full Time

FLSA Status: Exempt - as a salaried exempt employee, you are not eligible for overtime pay.

Office Location: Boston

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Execution Version

FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of May 20, 2025 by and among BANC OF CALIFORNIA, a California state-chartered bank (“Bank”); AURA SUB, LLC, a Delaware limited liability company (“Borrower”); and AURA HOLDCO LLC, a Delaware limited liability company (“Parent”), CIRCLE MEDIA LABS INC., a Delaware corporation (“Circle Media”), and GET AURA LLC, a Delaware limited liability company (“Get Aura”; together with Parent, Circle Media, and any other Person joined hereto as a guarantor from time to time, each a “Guarantor” and, collectively, “Guarantors”; Borrower and each Guarantor are each a “Loan Party” and, collectively, “Loan Parties”).

RECITALS

Loan Parties and Bank are parties to that certain Loan and Security Agreement dated as of February 18, 2025 (as amended from time to time, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

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Execution Version

THIRD AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This Third Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of December 15, 2025 by and among BANC OF CALIFORNIA, a California state-chartered bank (“Bank”); AURA SUB, LLC, a Delaware limited liability company (“Borrower”); and AURA HOLDCO LLC, a Delaware limited liability company (“Parent”), CIRCLE MEDIA LABS INC., a Delaware corporation (“Circle Media”), and GET AURA LLC, a Delaware limited liability company (“Get Aura”; together with Parent, Circle Media, and any other Person joined hereto as a guarantor from time to time, each a “Guarantor” and, collectively, “Guarantors”; Borrower and each Guarantor are each a “Loan Party” and, collectively, “Loan Parties”).

RECITALS

Loan Parties and Bank are parties to that certain Loan and Security Agreement dated as of February 18, 2025 (as amended from time to time, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

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FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of April 23, 2026 by and between Aura Consolidated Group, Inc., a Delaware corporation (the “Company”), and each of the entities listed on the signature page hereof (collectively, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of February 2, 2026 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”);

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