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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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
ARTICLE VI SECURITY DEPOSIT.					19
ARTICLE VII UTILITIES AND SERVICES.					20
ARTICLE VIII LEASEHOLD IMPROVEMENTS.					21
ARTICLE IX REPAIRS AND ALTERATIONS.					21

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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

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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