Browse EX-10 agreements

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

WHEREAS,the Parties entered into the Agreement to enable MCSI to offer and distribute Aura’s digital well-being, health, protection (including credit and financial protection and monitoring) and identity/identity theft protection products, on an exclusive basis through the Applicable Channels.

WHEREAS, the Parties now desire to amend the Agreement to allow MCSI to share Aura’s Confidential Information with Clients to enable said Clients to evaluate Aura’s security and data handling practices.

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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:

WHEREAS, MCSI and Aura entered into the Distribution Agreement, effective February 22, 2022 (the “Prior Agreement”), an exclusive distribution arrangement for digital well-being, health, protection (including credit and financial protection and monitoring) and identity/identity theft protection products offered by Aura, whereby MCSI offers and distributes such products, as standalone products or bundled with other products, on an exclusive basis through the Employer Channel (as defined below) and on a nonexclusive basis through the Affinity Channel (as defined below), in each case on the terms and conditions set forth herein, and

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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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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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This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 21, 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”), GET AURA LLC, a Delaware limited liability company (“Get Aura”), AURA CONSOLIDATED GROUP, INC., a Delaware corporation (“Ultimate Parent”; together with Parent, Circle Media, Get Aura, Ultimate Parent, 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

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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

a.    Loan Parties and Bank are parties to that certain Loan and Security Agreement datedasofFebruary 18, 2025,asamendedbythatcertainFirstAmendmenttoLoanandSecurity Agreement dated as of May 20, 2025, that certain Second Amendment to Loan and Security Agreement dated as of September 17, 2025, that certain Third Amendment to Loan and Security Agreement dated as of December 15, 2025, and that certain Fourth Amendment to Loan and Security Agreement dated as of March 30, 2026(the “Original Agreement”).

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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:

1)Section 6.7 of the Agreement is hereby amended and restated, as follows:

6.7    Financial Covenants. Loan Parties shall maintain the financial covenant in clause (a) below at all times. Loan Parties shall maintain the financial covenant in clause (b) below at all times until the achievement of the Equity Milestone.

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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:

1)Section 6.6 of the Agreement is hereby amended and restated, as follows:

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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”).

b.    From and after the date hereof, Loan Parties and Bank desire to supplement the terms and provisions of the Original Agreement as provided herein. The Original Agreement as amended hereby and as the same may be hereafter supplemented, amended, modified or restated from time to time is hereinafter referred to as the “Loan Agreement.”

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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:

1)The following defined term in Exhibit A to the Agreement is hereby amended and restated, 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

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, “Loan Parties”).

RECITALS

Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower and Borrower will repay the amounts owing to Bank.

AGREEMENT

The parties agree as follows:

1.    DEFINITIONS AND CONSTRUCTION.

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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”);

WHEREAS, the Company and the Investor desire to amend the Securities Purchase Agreement to (i) update the Per Share Price, (ii) provide for an increase in the Aggregate Commitment from US$75,000,000 to US$100,000,000, pursuant to the terms and conditions herein[;] [, and] (iii) provide for an increase in the Commitment from US$15,000,000 to US$40,000,000 pursuant to the terms and conditions herein];

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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”) on or prior to the Transaction as a standard “ASX Listing” (such listing, the “Listing”). In connection with the Transaction, the Company is seeking commitments from interested investors to purchase shares of common stock of the Company, par value US$0.0001 per share (the “Common Stock”), in the formof CHESS Depositary Interests (each, a “CDI”)in a private placement, each CDI being a unit of beneficial ownership in a share of Common Stock (“Aura CDI”).The Investor has agreed to purchase

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