Aura Biosciences (AURA) 10-Q2024 Q3 Quarterly report

September 25, 2024

PERSONAL AND CONFIDENTIAL

Julie Feder

Re: Transition and Release Agreement

Dear Ms. Feder:

This letter confirms your resignation from employment with Aura Biosciences, Inc. (the “Company”), effective October 25, 2024. As you know, your employment relationship with the Company is governed by your offer letter with the Company dated August 10, 2018 (the “Offer Letter”). As specified in Section 12 of the Offer Letter, you have been employed “at-will,” meaning that you or the Company could end the employment relationship at any time and for any reason, subject to the terms of the Offer Letter.

As set forth in Section 11 of the Offer Letter, you are eligible to receive severance benefits in connection with a termination by the Company without Cause (as defined in the Offer Letter) if you enter into, do not revoke and comply with a Release (as defined in the Offer Letter). Although you have voluntarily resigned from your employment with the Company, if you enter into the Release Agreement below, the Company will provide you with the opportunity to remain an at- will employee of the Company during a transition period and then subsequently receive the severance benefits outlined in this letter.

With those understandings and regardless of whether you enter into the Release Agreement, the following bulleted terms and conditions apply in connection with the ending of your employment:

The remainder of this letter proposes the Release Agreement between you and the Company. You and the Company agree as follows:

Provided you (i) enter into, do not revoke and comply with this Release Agreement, (ii) do not experience a Specified Termination prior to October 25, 2024, and (iii) reaffirm the terms of this Release Agreement including the general release in Section 4 so that it covers the period between the date of this Release Agreement and the Resignation Date by signing and returning the Certificate attached as Exhibit A hereto after the Resignation Date in accordance with the time frame provided in such Certificate, and such Certificate becomes effective, the Company shall provide you with the following “Severance Benefits”:

Your receipt of the Severance Benefits under this Release Agreement is conditioned on your continued compliance with the Consulting Agreement. If the Consulting Agreement is terminated for Cause (as defined in the Consulting Agreement), then your receipt of the Severance Benefits shall immediately cease and you will not be eligible for receive any additional Severance Benefits.

During the course of your employment, you were awarded a total of 146,285 Restricted Stock Units (the “Award”) and stock options to purchase 559,658 shares of the Company’s common stock (the “Option”), in each case under the Company’s 2009 Amended and Restated Stock Option and Restricted Stock Plan, 2018 Equity Incentive Plan and 2021 Stock Option and Incentive Plan and associated restricted stock unit award agreements and stock option agreements (collectively, the “Equity Documents”). If you enter into and comply with this Release Agreement, and do not experience a Specified Termination prior to October 25, 2024, you will have 25,314 Restricted Stock Units of the Award vested and 359,748 shares of the Option vested. As of September 25, 2024, 3,900 of such vested Options were previously exercised by you. The remaining 120,971 Restricted Stock Units of the Award and 199,910 shares of the Option shall be unvested as of October 25, 2024 and shall become null and void as of such date, unless you enter into the Consulting Agreement under which your equity will continue to vest (as described below and in the Consulting Agreement). The vested and unexercised equity as of October 25, 2024, along with any other equity that may vest during the Consulting Period (as described in the Consulting Agreement) is collectively referred to herein as the “Vested Equity”.

The Vested Equity shall continue to be subject to the terms and conditions of the Equity Documents, provided that you agree, effective as of September 25, 2024, to the following: (i) from September 25, 2024 through the expiration of your existing 10b5-1 Plan with Morgan Stanley (the “10b5-1 Plan”),

which is expected to occur on December 20, 2024 (the “Plan Termination Date”), you will not sell, directly or indirectly, any shares of Vested Equity other than pursuant to the 10b5-l Plan; and (ii) after the Plan Termination Date, you shall not sell, directly or indirectly, more than 5,000 shares of your Vested Equity during any 30 day period beginning on the Plan Termination Date, in each case, without the prior written approval of an authorized representative of the Company. In addition, you will continue to be eligible to participate in your 10b5-1 Plan during the Consulting Period through the Plan Termination Date, and agree not to amend or terminate the 10b5-1 Plan prior to the Plan Termination Date. After the Plan Termination Date, you shall not enter into a subsequent 10b5-1 trading plan but rather will be subject to the limitations set forth in clause (ii) above. In accordance with the Consulting Agreement, you are also eligible for continued vesting during the Consulting Period (as defined in the Consulting Agreement). For the avoidance of doubt, as provided in the Equity Documents, except in the event of disability, death or Cause, the three- month post-service relationship exercise period for any vested equity shall not begin until after your service relationship with the Company has ended (i.e. after the Consulting Period ends). For the avoidance of doubt, during the Transition Period, the Consulting Period and thereafter as specified in the Company’s Amended and Restated Insider Trading Policy (the “Trading Policy”), you shall at all times comply with the Trading Policy.

In consideration for, among other terms, the opportunity to continue your employment with the Company during the Transition Period and to receive the Severance Benefits, each of which you acknowledge you would otherwise not be entitled to, you voluntarily release and forever discharge the Company and its affiliated and related entities, their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, managers, members, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when you sign this Release Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims:

provided, however, that this release shall not affect your rights under this Release Agreement or under any “employee benefit plan,” as that term is defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. §1002(3).

You acknowledge and represent that, except as expressly provided in this Release Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, severance, reimbursable expenses, commissions, stock, stock options, equity awards, vesting, and any and all other benefits and compensation due to you.

You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Release Agreement. As a material inducement to the Company to enter into this Release Agreement, you represent that you have not assigned any Claim to any third party.

In accordance with Section 3 of the Restrictive Covenants Agreement, you agree to return to the Company by the Resignation Date all Company property, including, without limitation, computer equipment, keys and access cards, credit cards and any documents (including electronic documents as well as hard copies) containing information concerning the Company, its business or its business relationships. You also commit to deleting and finally purging any duplicates of files or documents that may contain Company information from any computer or other device that remains your property after the Resignation Date. In the event that you discover that you continue to retain any such property, you shall return it to the Company immediately.

In accordance with Section 10 of the Offer Letter, you agree that you will not directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages, either professionally or personally, the Company or any of its affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them. You represent that during the period since this Release Agreement was proposed to you, you have not made any such disparaging statements.

The Company agrees to direct its C-Suite executives not to make disparaging statements about you during such persons’ employment with the Company.

You agree, to the fullest extent permitted by law, to keep all Release Agreement-Related Information completely confidential. “Release Agreement-Related Information” means the negotiations leading to this Release Agreement and the terms of this Release Agreement. Notwithstanding the foregoing, you may disclose Release Agreement-Related Information to your spouse, your attorney and your financial advisors (if applicable), and to them only provided that they first agree for the benefit of the Company to keep Release Agreement-Related Information confidential. You represent that during the period since this Release Agreement was proposed to you, you have not made any disclosures that would have been contrary to the foregoing obligation if it had then been in effect. Nothing in this section shall be construed

to prevent you from disclosing Release Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide the Company with advance written notice and a reasonable opportunity to contest such subpoena or court order.

Nothing contained in this Agreement, any other agreement with the Company (including without limitation the Ongoing Obligations), or any Company policy limits your ability, with or without notice to the Company, to: (i) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission (the “SEC”); (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; or (iv) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). If a Government Agency or any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action), but the Company will not limit any right you may have to receive an award pursuant to the whistleblower provisions of any applicable law or regulation for providing information to the SEC or any other Government Agency.

For the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

This Release Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, to the maximum extent permitted by applicable law, amounts payable to you pursuant to Section 2 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). To the extent applicable, this Release Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder consistent with the foregoing intention. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to you hereunder constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9), then, to the extent required by Section 409A of the Code or to satisfy such exception, no amount shall be payable pursuant to such sections unless your termination of employment constitutes a “separation from service” with the Company (as

such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). If you are a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of your Separation from Service, to the extent that the payments or benefits under this Release Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which you are entitled under this Release Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section shall be paid or distributed to you in a lump sum on the earlier of (A) the date that is six (6) months following your Separation from Service, (B) the date of your death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under this Release Agreement shall be paid as otherwise provided herein. Further, in the event that the amounts payable under Section 2 constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the timing of the delivery of this Release Agreement could cause such amounts to be paid in one or another taxable year, then, notwithstanding the payment timing set forth in such sections, such amounts shall not be payable until the later of (A) the payment date specified in such section or (B) the first business day of the taxable year following your Separation from Service. Any reimbursements or in-kind benefits payable under this Release Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of your taxable year following the taxable year in which you incurred the expenses. The reimbursements or in-kind benefits provided under this Release Agreement during any taxable year of yours will not affect such amounts provided in any other taxable year of yours, and your right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Release Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.

[Signature Page Follows]

Please indicate your agreement to the terms of this Release Agreement by signing and returning to the undersigned the original or a PDF copy of this letter within the time period set forth above.

Very truly yours,

Aura Biosciences, Inc.

By:

/s/ Elisabet de los Pinos
Name: Elisabet de los Pinos, Ph.D.
Title: CEO

You are advised to consult with an attorney before signing this Release Agreement. This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Release Agreement and that you are knowingly and voluntarily entering into this Release Agreement.