FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.5

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:

“Adjusted EBITDA” means, with respect to any fiscal period, an amount equal to earnings before the sum of (a) tax, plus (b) depreciation and amortization, plus (c) interest, plus (d) any non-Cash stock compensation expenses, plus (e) any non-recurring restructuring or transaction-related expenses not to exceed $1,000,000 in any fiscal year, plus (f) losses related to mark to market adjustments associated with warrant liabilities (plus any losses and minus any gains), plus (g) expenses related to a potential initial public offering, plus (h) the change in deferred revenue during the period (plus any increase and minus any decrease), plus (i) on a one-time basis, a $5,000,000 contract termination fee incurred by Borrower during the fiscal year ending December 31, 2025, associated with the termination of an endorsement agreement between Borrower and Mahtomedi, Inc. F/S/O ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., and minus (j) any increase in net Capitalized Expenditures during the period.

2)Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Each Loan Party ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.

Aura Sub, LLC – 1st Amendment to LSA – Execution

3)Each Loan Party represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment.

4)This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

5)As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

a)    this Amendment, duly executed by each Loan Party and Bank;

b)    payment of all Bank Expenses, including Bank’s expenses for the documentation of this Amendment and any related documents, and any UCC, good standing and intellectual property search or filing fees, which may be debited from any of Borrower’s accounts; and

c)    such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[Signature Page Follows]

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Aura Sub, LLC – 1st Amendment to LSA – Execution

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

			BORROWER:
			AURA SUB, LLC
			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
			Name:			▇▇▇▇▇ ▇▇▇▇▇▇▇
			Title:			Executive Vice President,
						Chief Financial Officer and Treasurer

			GUARANTORS:
			AURA HOLDCO LLC
			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
			Name:			▇▇▇▇▇ ▇▇▇▇▇▇▇
			Title:			Executive Vice President, Chief Financial Officer and Treasurer
			CIRCLE MEDIA LABS INC.
			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
			Name:			▇▇▇▇▇ ▇▇▇▇▇▇▇
			Title:			Executive Vice President, Chief Financial Officer and Treasurer
			GET AURA LLC
			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
			Name:			▇▇▇▇▇ ▇▇▇▇▇▇▇
			Title:			Executive Vice President, Chief Financial Officer and Treasurer
			BANK:
			BANC OF CALIFORNIA
			By:			/s/ ▇▇▇▇▇ ▇▇▇▇
			Name:			▇▇▇▇▇ ▇▇▇▇
			Title:			SVP

[Signature Page to First Amendment to Loan and Security Agreement]

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Aura Sub, LLC – 1st Amendment to LSA – Execution