Browse EX-10 agreements

AuraConsolidatedGroup,Inc.

2024EquityIncentivePlan

(AdoptedasofMay30,2024asAmendedMay23,2026)

1.    PURPOSE.The Aura Consolidated Group, Inc. 2024 Equity Incentive Plan (the “2024 Plan” or “Plan”), is intended to provide incentives which will attract and retain highly competent persons as officers, directors, key employees and independent contractors of Aura Consolidated Group, Inc. (“Company”) and its subsidiaries, by providing them opportunities to acquire shares of common stock of the Company (“Common Stock”) or to receive monetary payments based on the value of such shares pursuant to the Awards (as defined below) described herein. InthisPlan, forso longas theCompanyhas alistingontheAustralian Securities Exchange (“ASX”) references to “Common Stock” include the CHESS Depository Interests of the Company corresponding to shares of the Company that are traded on the ASX (or any other stock exchange based in Australia) (“CDIs”).

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INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of [_____], 20[__] by and between Aura Consolidated Group, Inc., a Delaware corporation (the “Company”), and [_____] (the “Indemnitee”), a member of the Board of Directors of the Company. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Execution Version

FOURTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This Fourth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of March 30, 2026 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

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

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

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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.

MASTER DISTRIBUTION AND SERVICE AGREEMENT

THIS MASTER DISTRIBUTION AND SERVICE AGREEMENT (this “Agreement”) is made as of December 31, 2023 (the “Effective Date”) by and among MetLife Consumer Services, Inc., a Delaware corporation (or its applicable successor or successor-in-interest, “MCSI”), Aura Sub, LLC, a Delaware limited liability company (or its applicable successor or successor-in-interest, “Aura”), and solely for purposes of Section 4.3, Aura Group, Inc. Each of MCSI and Aura is referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

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AURA CONSOLIDATED GROUP, INC.

2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.

ARTICLE II.

DEFINITIONS

As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:

2.1    “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more officers pursuant to Section 4.2, the term “Administrator” shall refer to such officer(s) unless and until such delegation has been revoked.

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SECURITIES PURCHASE AGREEMENT

February 2, 2026

Aura Consolidated Group, Inc.

250 Northern Avenue, 3rdFloor

Boston, Massachusetts 02210

Ladies and Gentlemen:

This Securities Purchase Agreement (this “Securities Purchase Agreement”) is being entered into as of the date set forth on the signature page to this Securities Purchase Agreement, by and between Aura Consolidated Group, Inc., a Delaware corporation (the “Company”), and the entity listed on the signature page hereof (the “Investor”), in connection with the implementation (the “Implementation”) of an Australian scheme of arrangement (the “Scheme”) contemplated by the Merger Implementation Deed, dated as of February 2, 2026 (being a Merger Implementation Deed, the “Deed”), by and between the Company and Qoria Limited, an Australian public company listed on the official list of the Australian Securities Exchange Limited (the “Target”), pursuant to which the Company will acquire all of the issued share capital of the Target (such acquisition, the “Transaction”) and also be listed on the Australian Securities Exchange (the “ASX

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January 29, 2025

Mr. Thomas Clayton

17915 Foster Road

Los Gatos, CA 95030

Dear Tom,

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: President & Chief Operating Officer

Reporting To: Hari Ravichandran

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

Start Date: March 1, 2025

Employment Type: Full Time

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

Office Location: Remote

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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

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SECOND AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This Second Amendment to Loan and Security Agreement (this “Amendment”), dated as of September 17, 2025, is executed and delivered by AURA SUB, LLC, a Delaware limited liability company (“Borrower”), AURA HOLDCO LLC, a Delaware limited liability company (“Parent”), CIRCLE MEDIA LABS INC., a Delaware corporation (“Circle Media”), GET AURA LLC, a Delaware limited liability company (“Get Aura”; together with Parent and Circle Media, each a “Guarantor” and, collectively, “Guarantors”; Borrower and each Guarantor are each a “Loan Party” and, collectively, “Loan Parties”) and BANC OF CALIFORNIA, a California state-chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).

RECITALS

a.    Loan Parties and Bank are parties to that certain Loan and Security Agreement dated as of February 18, 2025, as amended by that certain First Amendment to Loan and Security Agreement dated as of May 20, 2025 (the “Original Agreement”).

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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.

CONFIDENTIAL

FIRST AMENDMENT TO MASTER DISTRIBUTION AND SERVICE AGREEMENT

This First Amendment to the Master Distribution and Service Agreement (the “First Amendment”), effective as of July 29, 2026 (the “First Amendment Effective Date”), is made and entered into by and between MetLife Consumer Services, Inc. (“MCSI”) and Aura Sub, LLC (“Aura”) (each a “Party” and collectively the “Parties”). All capitalized terms not otherwise defined in this First Amendment shall have the meanings set forth in the Master Distribution and Service Agreement dated as of December 31, 2023, by and between the Parties (the “Agreement”).

RECITALS

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FIFTHAMENDMENT

TO

LOANANDSECURITYAGREEMENT

ThisFifthAmendmenttoLoanandSecurityAgreement(this“Amendment”),datedasof May 22, 2026, is executed and delivered by AURA SUB, LLC, a Delaware limited liability company(“Borrower”),AURAHOLDCOLLC,aDelawarelimitedliabilitycompany(“Parent”), CIRCLE MEDIA LABS INC., a Delaware corporation (“Circle Media”), GET AURA LLC, a Delaware limited liability company (“Get Aura”; together with Parent and Circle Media, each a “Guarantor” and, collectively, “Guarantors”; Borrower and each Guarantor are each a “Loan Party” and, collectively, “Loan Parties”) and BANC OF CALIFORNIA, a California state-chartered bank (“Bank”).Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).

RECITALS

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