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LOCK-UP AGREEMENT

Dated as of March 12, 2026

This LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of March 12, 2026 (the "Execution Date"), by CRESTWOOD VENTURE PARTNERS III, L.P., a Delaware limited partnership (the "Shareholder"), acting by and through its sole general partner, Crestwood Capital Management LLC, a Delaware limited liability company, in favor of MERIDIAN ZANTHOR & CO. (the "Underwriter" or "Meridian Zanthor"), with offices at 399 Park Avenue, 22nd Floor, New York, NY 10022.

This Agreement is executed and delivered in connection with the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares, par value £0.10 per share (the "Ordinary Shares"), of AURELIUS GLOBAL MEDIA GROUP PLC, a public limited company incorporated under the laws of England and Wales (the "Company" or "Aurelius"), whose Ordinary Shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG" (CUSIP: G0583R 107; ISIN: GB00BKZM4P19).

RECITALS

WHEREAS:

A. The Shareholder is the beneficial owner, as of the date hereof, of 4,250,000 Ordinary Shares of the Company, representing approximately 4.49% of the 94,600,000 Ordinary Shares issued and outstanding as of December 31, 2025;

B. The Shareholder, the Company, and the Underwriter have entered into that certain Block Trade Agreement, dated as of March 12, 2026 (the "Block Trade Agreement"), pursuant to which the Shareholder is selling 1,500,000 Ordinary Shares to the Underwriter at a public offering price of $32.00 per share, with an underwriting discount of $0.48 per share, yielding net proceeds to the Shareholder of $31.52 per share and aggregate net proceeds to the Shareholder of $47,280,000;

C. After giving effect to the Offering, the Shareholder will beneficially own 2,750,000 Ordinary Shares of the Company, representing approximately 2.91% of the Ordinary Shares outstanding (the "Remaining Shares"), as more fully set forth on Schedule A attached hereto;

D. The Offering is being conducted as a shelf takedown under the Company's Registration Statement on Form F-3 (File No. 333-278415), initially filed with the Securities and Exchange Commission (the "SEC") on August 29, 2025 and declared effective by the SEC on September 22, 2025 (the "Registration Statement"), with a prospectus supplement to be filed pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act"), by no later than March 13, 2026; and

E. As a material inducement to, and a condition of, the Underwriter's obligations under the Block Trade Agreement, and in consideration of the Underwriter entering into the Block Trade Agreement and agreeing to purchase the 1,500,000 Ordinary Shares from the Shareholder on the terms and conditions set forth therein, the Shareholder has agreed to the restrictions on Transfer and other covenants set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Block Trade Agreement.

1.1 "Block Trade Agreement" means that certain Block Trade Agreement, dated as of March 12, 2026, among the Shareholder, the Company, and Meridian Zanthor & Co., as it may be amended, modified, or supplemented from time to time in accordance with its terms.

1.2 "Closing Date" means March 16, 2026, or such other date on which the closing of the Offering occurs under the Block Trade Agreement, which date shall in any event be no later than the second (2nd) business day following the date of pricing of the Offering (i.e., T+2 settlement) unless otherwise mutually agreed by the parties to the Block Trade Agreement.

1.3 "Company" means Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales, registered with Companies House under company number 10458329, with its registered office at 45 Broadwick Street, London W1F 9BN, United Kingdom.

1.4 "Expiration Date" means May 15, 2026, which is the date that is sixty (60) calendar days following the Closing Date.

1.5 "Lock-Up Period" means the period commencing on the Closing Date and ending on and including the Expiration Date (i.e., from March 16, 2026 through and including May 15, 2026).

1.6 "Lock-Up Shares" means (a) the 2,750,000 Ordinary Shares of the Company beneficially owned by the Shareholder immediately following the closing of the Offering, together with (b) any additional Ordinary Shares or securities convertible into, or exercisable or exchangeable for, Ordinary Shares of the Company that are acquired by the Shareholder during the Lock-Up Period, whether by purchase, dividend, distribution, exercise of options or warrants, conversion of convertible securities, or otherwise.

1.7 "Ordinary Shares" means the ordinary shares, par value £0.10 per share, of the Company.

1.8 "Permitted Transfer" has the meaning set forth in Section 3 of this Agreement.

1.9 "Permitted Transferee" has the meaning set forth in Section 3(a) of this Agreement.

1.10 "Registration Rights Agreement" means that certain Registration Rights Agreement, dated as of June 14, 2021, between the Company and the Shareholder, as it may be amended, modified, or supplemented from time to time in accordance with its terms.

1.11 "Registration Statement" means the Registration Statement on Form F-3 (File No. 333-278415) filed by the Company with the SEC on August 29, 2025 and declared effective by the SEC on September 22, 2025, including all amendments and supplements thereto.

1.12 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

1.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

1.14 "Transfer" has the meaning set forth in Section 2.1 of this Agreement.

1.15 "Underwriter" means Meridian Zanthor & Co.

SECTION 2: LOCK-UP RESTRICTIONS

2.1 General Lock-Up Covenant.

During the Lock-Up Period, the Shareholder hereby agrees that it shall not, directly or indirectly, without the prior written consent of the Underwriter (which consent may be withheld, conditioned, or delayed in the Underwriter's sole and absolute discretion):

(a) offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise transfer or dispose of (collectively, "Transfer") any Lock-Up Shares, or any interest therein;

(b) pledge, hypothecate, grant any security interest in, or otherwise encumber any Lock-Up Shares, except as expressly permitted by Section 3(b) hereof;

(c) enter into any swap, hedge, short sale, forward, option, put, call, cap, collar, floor, or other derivative transaction or agreement, or any other transaction or arrangement, that transfers to another person or entity, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Lock-Up Shares, whether any such transaction is to be settled by delivery of Ordinary Shares, other securities, cash, or otherwise;

(d) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Shares or any securities convertible into or exercisable or exchangeable for Lock-Up Shares under the Securities Act, including, without limitation, pursuant to Section 2.2 (Demand Registration Rights) of the Registration Rights Agreement dated June 14, 2021, between the Company and the Shareholder (the parties hereby acknowledge that any demand for registration hereunder would constitute the second (2nd) of three (3) demand registrations permitted under Section 2.2 of the Registration Rights Agreement);

(e) publicly disclose the intention to make any offer, sale, pledge, disposition, or filing, or to enter into any transaction, swap, hedge, or other arrangement, of the type described in clauses (a) through (d) above, whether through the issuance of a press release, the filing of any public document, statement to the media, or otherwise; or

(f) cause or direct any affiliate, subsidiary, related person, associated person, or any person or entity acting on behalf of or at the direction of the Shareholder, to take any action that, if taken by the Shareholder, would violate the restrictions set forth in clauses (a) through (e) above.

2.2 Scope of Restrictions.

The restrictions set forth in Section 2.1 shall apply regardless of whether any Transfer or other transaction is to be made or effected for cash, in kind, or otherwise, and regardless of whether any such Transfer or other transaction is effected through the facilities of the Nasdaq Global Select Market, in over-the-counter transactions, in privately negotiated transactions, by means of a tender offer, merger, consolidation, share exchange, recapitalization, or reorganization, through a broker-dealer, through an alternative trading system or dark pool, or by any other means or method. The restrictions set forth in this Section 2 are intended to be broadly construed and shall apply to the fullest extent permitted by applicable law.

SECTION 3: PERMITTED TRANSFERS (EXCEPTIONS)

Notwithstanding the restrictions set forth in Section 2, the following Transfers shall be permitted (each, a "Permitted Transfer"), subject to the conditions specified below:

3(a) Transfers to Affiliates.

The Shareholder may Transfer Lock-Up Shares to any affiliate of the Shareholder (including, without limitation, Crestwood Capital Management LLC, any investment fund, vehicle, or account managed or advised by Crestwood Capital Management LLC or any of its affiliates, or any successor general partner of the Shareholder) (each such transferee, a "Permitted Transferee"); provided, however, that:

(i) each such Permitted Transferee shall, prior to or concurrently with the effectiveness of such Transfer, execute and deliver to the Underwriter a lock-up agreement in substantially the form of this Agreement (or in such other form as the Underwriter may reasonably approve), agreeing to be bound by the restrictions set forth in Section 2 hereof with respect to the transferred Lock-Up Shares for the remainder of the Lock-Up Period, as if such Permitted Transferee were the original Shareholder hereunder; and

(ii) such Transfer does not require the filing of, and shall not result in the voluntary filing of, any report, schedule, or form under the Exchange Act during the Lock-Up Period (other than a filing on Schedule 13D or Schedule 13G, or any amendment thereto, reporting a change in beneficial ownership, provided that any such filing clearly discloses (A) the transferee's status as a Permitted Transferee, (B) the continued existence of the lock-up restrictions imposed by this Agreement, and (C) that the Transfer was made without consideration as a Permitted Transfer under this Agreement).

3(b) Pledges Under Existing or Future Credit Facilities.

The Shareholder may pledge or hypothecate Lock-Up Shares as collateral under any bona fide credit facility, margin loan agreement, or similar financing arrangement in existence on the date hereof or entered into after the date hereof with a nationally recognized financial institution; provided, however, that:

(i) no disposition or foreclosure with respect to any such pledged Lock-Up Shares shall occur during the Lock-Up Period, and the Shareholder shall use commercially reasonable efforts to cause any lender, pledgee, or secured party to agree in writing (in a form reasonably satisfactory to the Underwriter) that such lender, pledgee, or secured party shall not dispose of, sell, transfer, or otherwise realize upon any such Lock-Up Shares during the Lock-Up Period, except in connection with a bona fide foreclosure event (and in the event of any such foreclosure, the restrictions of this Agreement shall apply to the foreclosing party or any purchaser at a foreclosure sale as if such party were the original Shareholder hereunder, and such party shall be required to execute a lock-up agreement in substantially the form hereof for the remainder of the Lock-Up Period); and

(ii) the Shareholder shall provide the Underwriter with prompt written notice (which notice shall be delivered in accordance with Section 9.6 hereof within three (3) business days of any such pledge) of any pledge of Lock-Up Shares, identifying the lender, the number of Lock-Up Shares pledged, and the material terms of the credit facility or margin loan agreement under which such pledge is made.

3(c) Sales Pursuant to a Pre-Existing Rule 10b5-1 Plan.

The Shareholder may sell Lock-Up Shares pursuant to a written trading plan established in compliance with Rule 10b5-1 under the Exchange Act (a "10b5-1 Plan") that was entered into prior to the date of the Block Trade Agreement; provided, however, that:

(i) such 10b5-1 Plan was not entered into or modified in contemplation of the Offering or this Agreement;

(ii) any required public filings or reports made under the Exchange Act in connection with sales pursuant to such 10b5-1 Plan shall include a statement to the effect that the sale was made pursuant to a pre-existing 10b5-1 Plan and shall disclose the existence of the lock-up restrictions imposed by this Agreement; and

(iii) the Shareholder hereby represents and warrants that, as of March 12, 2026, the Shareholder does not have any Rule 10b5-1 trading plan in effect with respect to the Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares. Accordingly, the Shareholder confirms that this exception is not applicable as of the Execution Date; if the Shareholder enters into a 10b5-1 Plan during the Lock-Up Period in accordance with applicable law, no sales thereunder may be effected during the Lock-Up Period unless the Underwriter provides its prior written consent.

3(d) Transfers by Operation of Law.

Transfers that occur solely by operation of law, including, without limitation, upon the dissolution, winding up, or liquidation of the Shareholder pursuant to its governing limited partnership agreement, or pursuant to any order or decree of a court of competent jurisdiction; provided, however, that:

(i) any transferee receiving Lock-Up Shares by operation of law shall execute and deliver to the Underwriter a lock-up agreement in substantially the form of this Agreement, covering the Lock-Up Shares so received, for the remainder of the Lock-Up Period; and

(ii) the Shareholder (or its representative, as applicable) shall provide the Underwriter with prior written notice of any such Transfer (to the extent practicable under the circumstances), describing the nature and legal basis for such Transfer and the identity and contact information of the transferee.

SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

The Shareholder hereby represents and warrants to the Underwriter as follows, as of the date hereof and as of the Closing Date:

4.1 Organization and Good Standing. The Shareholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Crestwood Capital Management LLC is the sole general partner of the Shareholder and is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Shareholder has full power and authority to own, hold, and dispose of the Ordinary Shares held by it and to carry on its business as currently conducted.

4.2 Authority. Derek Calloway, in his capacity as Managing Partner of Crestwood Capital Management LLC, the sole general partner of the Shareholder, has full power and authority to execute and deliver this Agreement on behalf of the Shareholder, and to perform all obligations of the Shareholder hereunder. All limited partnership, limited liability company, or other organizational action on the part of the Shareholder and Crestwood Capital Management LLC necessary for the authorization, execution, delivery, and performance of this Agreement has been duly taken. No consent or approval of any limited partner of the Shareholder is required in connection with the execution, delivery, or performance of this Agreement that has not been obtained.

4.3 Enforceability. This Agreement constitutes the valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws of general application relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity, including principles of reasonableness, good faith, and fair dealing (whether enforcement is sought by proceedings in equity or at law).

4.4 Ownership of Shares. As of the date hereof, the Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 4,250,000 Ordinary Shares of the Company. Immediately following the closing of the Offering, the Shareholder will beneficially own 2,750,000 Ordinary Shares, constituting the Lock-Up Shares, free and clear of all liens, pledges, security interests, charges, claims, equities, encumbrances, options, preemptive rights, rights of first refusal, and other restrictions or limitations of any kind, other than (a) restrictions arising under this Agreement, (b) restrictions arising under the Block Trade Agreement, (c) restrictions arising under the Registration Rights Agreement dated June 14, 2021, (d) restrictions imposed by applicable federal and state securities laws, and (e) any restrictions arising under the Shareholder's limited partnership agreement that do not conflict with this Agreement.

4.5 No Conflicts. The execution, delivery, and performance of this Agreement by the Shareholder does not and will not (a) violate, conflict with, or result in a breach of, any provision of the Shareholder's Amended and Restated Agreement of Limited Partnership, dated as of April 8, 2019 (as amended), or the operating agreement or certificate of formation of Crestwood Capital Management LLC, (b) violate, conflict with, or result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under, any agreement, contract, instrument, permit, license, or obligation to which the Shareholder is a party or by which the Shareholder or any of its properties or assets is bound, or (c) violate or result in a breach of any applicable law, statute, rule, regulation, judgment, order, or decree of any governmental authority.

4.6 No Trading Plans. As of March 12, 2026, neither the Shareholder nor any person or entity acting on behalf of or at the direction of the Shareholder has any Rule 10b5-1 trading plan, or any other written or oral arrangement, plan, or instruction, in effect with respect to the Ordinary Shares or any securities convertible into, exercisable for, or exchangeable for Ordinary Shares held by the Shareholder.

4.7 Tax Identification. The Employer Identification Number (EIN) of the Shareholder, as assigned by the Internal Revenue Service, is 84-3291056.

SECTION 5: WAIVER AND CONSENT RIGHTS OF THE UNDERWRITER

5.1 Discretionary Waiver. The Underwriter may, in its sole and absolute discretion and at any time during the Lock-Up Period, without notice to any other person or entity (except as provided in Section 5.2), waive or release all or any portion of the Lock-Up Shares from the restrictions set forth in Section 2 of this Agreement, on such terms and conditions as the Underwriter may determine, without the consent of any other party, including the Shareholder or the Company. Any such waiver or release shall be effective only as specifically set forth in a written instrument executed by a duly authorized representative of the Underwriter, and no oral waiver or release shall be given any effect. A waiver or release granted with respect to a portion of the Lock-Up Shares shall not operate as a waiver or release of the restrictions applicable to any remaining Lock-Up Shares.

5.2 Notice of Release. If the Underwriter agrees to release any Lock-Up Shares from the restrictions set forth in Section 2 prior to the Expiration Date, the Underwriter shall provide the Company and the Shareholder with at least three (3) business days' prior written notice of such release, which notice shall specify the number of Lock-Up Shares to be released and the effective date of such release; provided, however, that no such prior notice shall be required (a) in the case of a release that becomes effective upon the occurrence of the Expiration Date, or (b) in the case of a release in connection with a Permitted Transfer under Section 3 hereof. The Company may, in its discretion, disclose the terms of any such release to the extent required by applicable law, regulation, or stock exchange rule.

SECTION 6: STOP TRANSFER INSTRUCTIONS

6.1 Stop Transfer Order. The Shareholder hereby agrees and consents that the Company and the Company's transfer agent, Continental Hollowell Asset Advisors (with offices at 17 Ashbury Asset Advisors, New York, NY 10004; Attention: Lisa Harmon, Vice President, Corporate Actions) (the "Transfer Agent"), may, and are hereby authorized and directed to, place a stop transfer order, notation, legend, or restriction against the Transfer of any Lock-Up Shares on the Company's share register and the Transfer Agent's records during the Lock-Up Period, except as otherwise expressly permitted under this Agreement. Such stop transfer order shall prohibit any Transfer of Lock-Up Shares in the absence of (a) evidence reasonably satisfactory to the Transfer Agent that such Transfer is a Permitted Transfer under Section 3, or (b) a written waiver or release from the Underwriter pursuant to Section 5.

6.2 Authorization to Instruct Transfer Agent. The Shareholder hereby agrees to instruct, and irrevocably authorizes the Company to instruct (on the Shareholder's behalf, without further action or consent of the Shareholder), Continental Hollowell Asset Advisors to decline to Transfer, register the Transfer of, or otherwise process any Transfer request with respect to any Lock-Up Shares during the Lock-Up Period in contravention of this Agreement. The Shareholder acknowledges that the Transfer Agent shall be entitled to rely conclusively on such instructions and on the terms of this Agreement, without independent investigation or inquiry. The Shareholder agrees not to assert any claim against the Transfer Agent arising from the Transfer Agent's compliance with this Section 6.

SECTION 7: REMEDIES

7.1 Specific Performance; Injunctive Relief. The Shareholder acknowledges and agrees that (a) the Underwriter and the Company would be irreparably harmed by any breach or threatened breach of this Agreement, (b) monetary damages alone would be insufficient to compensate the Underwriter for any such breach or threatened breach, and (c) the Underwriter's remedies at law would be inadequate. Accordingly, in the event of any breach or threatened breach of this Agreement by the Shareholder, the Underwriter shall be entitled, in addition to all other rights and remedies available to it at law or in equity, to seek and obtain specific performance, a temporary restraining order, a preliminary injunction, a permanent injunction, and any other form of injunctive or equitable relief from any court of competent jurisdiction, without the necessity of proving actual damages, without the requirement of posting any bond or other security, and without regard to the adequacy of any remedy at law. The Shareholder hereby waives any defense that a remedy at law would be adequate and any requirement that the Underwriter post a bond or other security as a condition of obtaining equitable relief.

7.2 No Waiver by Delay. No failure or delay by the Underwriter in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies of the Underwriter hereunder are cumulative and not exclusive of any other rights or remedies provided by law, equity, or under any other agreement.

SECTION 8: TERMINATION

8.1 Termination Events. This Agreement shall automatically terminate, and all restrictions on the Lock-Up Shares imposed by this Agreement shall immediately cease and be of no further force or effect, upon the earliest to occur of any of the following:

(a) 11:59 p.m. (Eastern Time) on the Expiration Date (i.e., May 15, 2026);

(b) the mutual written agreement of the Shareholder and the Underwriter to terminate this Agreement, which written agreement shall specify the effective date of termination; or

(c) the termination of the Block Trade Agreement prior to the Closing Date in accordance with the terms thereof (i.e., if the Offering does not close for any reason, including, without limitation, the failure to satisfy any condition precedent to closing or the exercise of any termination right by any party to the Block Trade Agreement).

For the avoidance of doubt, the provisions of Section 4 (Representations and Warranties), Section 7 (Remedies), Section 9 (Miscellaneous Provisions), and this Section 8 shall survive the termination or expiration of this Agreement with respect to any breach of this Agreement occurring prior to such termination or expiration.

8.2 Removal of Stop Transfer Notations. Upon termination of this Agreement pursuant to Section 8.1, the Underwriter shall, within two (2) business days following such termination, notify Continental Hollowell Asset Advisors in writing of the termination of this Agreement and shall instruct Continental Hollowell Asset Advisors to remove any stop transfer notations, legends, or restrictions placed on the Lock-Up Shares pursuant to Section 6 hereof. The Company shall cooperate with the Underwriter and the Shareholder in causing the prompt removal of such stop transfer notations. The Shareholder shall bear no cost or expense in connection with the removal of such notations.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

9.2 Jurisdiction and Venue; Waiver of Jury Trial. Each of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, (b) agrees not to commence any such action, suit, or proceeding in any other court, (c) waives any objection to the laying of venue of any such action, suit, or proceeding in any such court, and (d) waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.3 Entire Agreement. This Agreement, together with the Block Trade Agreement and the Registration Rights Agreement dated June 14, 2021 (to the extent applicable), constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, express or implied, between the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements between the parties hereto with respect to the subject matter hereof other than those expressly set forth or referred to herein.

9.4 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by the Shareholder from any provision of this Agreement, shall be effective unless it is set forth in a written instrument duly executed by the party or parties against whom enforcement of such amendment, modification, supplement, waiver, or consent is sought. Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

9.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Shareholder may not assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Underwriter, and any attempted assignment, delegation, or transfer without such consent shall be null, void, and of no effect. The Underwriter may assign its rights and benefits under this Agreement to any successor or assignee of its business, without the consent of the Shareholder, provided that such successor or assignee agrees in writing to be bound by the terms hereof.

9.6 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when transmitted by email (provided that receipt is confirmed by the recipient, and that a copy is sent by a nationally recognized overnight courier service on the same or following business day), (c) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems or Halcyon Partners LLC), or (d) three (3) business days after being mailed by certified or registered mail, postage prepaid, return receipt requested, addressed as follows (or to such other address as a party may designate by notice given in accordance with this Section 9.6):

If to the Shareholder:

Crestwood Venture Partners III, L.P. c/o Crestwood Capital Management LLC 200 Clarendon Street, Suite 3100 Boston, MA 02116

Attention: Derek Calloway, Managing Partner

Email: dcalloway@crestwoodcap.com

with a copy to (which copy shall not constitute notice):

Whitford & Dane LLP 100 Federal Street, Suite 2800 Boston, MA 02110

Attention: Gregory Whitford

Email: gwhitford@whitforddane.com

If to the Underwriter:

Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, NY 10022

Attention: Samantha Reeves, Managing Director, Equity Capital Markets

Email: sreeves@meridiansachs.com

with a copy to (which copy shall not constitute notice):

Hargreaves Finch LLP 600 Third Avenue, 31st Floor New York, NY 10016

Attention: Catherine Yuen

Email: cyuen@hargreavesfinch.com

If to the Company (for informational purposes only):

Aurelius Global Media Group PLC 45 Broadwick Street London W1F 9BN United Kingdom

Attention: Jonathan Pryce-Harlow, General Counsel & Company Secretary

Email: jpryce-harlow@aureliusgmg.com

with a copy to (which copy shall not constitute notice):

Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006

Attention: Theodore Langston

Email: tlangston@calderwoodharkness.com

9.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall endeavor in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

9.8 Counterparts. This Agreement may be executed and delivered in any number of counterparts (including by means of facsimile transmission or by electronic transmission in portable document format (PDF)), each of which shall be deemed to be an original for all purposes and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission (including PDF) shall be deemed original signatures for all purposes and shall be binding upon the parties hereto.

9.9 Third-Party Beneficiary. The Company (Aurelius Global Media Group PLC) shall be an express third-party beneficiary of (a) the restrictions on Transfer and other covenants set forth in Section 2 and (b) the stop transfer provisions set forth in Section 6 of this Agreement. The Company shall have the right to enforce such provisions directly against the Shareholder as if the Company were a party hereto. Except as expressly provided in this Section 9.9, no person or entity other than the parties hereto and the Company shall have any rights under, or be deemed a beneficiary of, this Agreement.

9.10 Headings. The section and subsection headings contained in this Agreement are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

9.11 No Strict Construction. This Agreement shall be deemed to have been jointly drafted by the parties hereto, and no provision of this Agreement shall be construed against any party as the drafter thereof. The parties acknowledge that this Agreement was drafted by Calderwood & Harkness LLP, counsel to the Company, and was reviewed by Whitford & Dane LLP, counsel to the Shareholder, and Hargreaves Finch LLP, counsel to the Underwriter, and that each party has had a full and fair opportunity to negotiate the terms and conditions hereof.

[Signature pages follow]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Lock-Up Agreement as of the date first written above.

SHAREHOLDER:

CRESTWOOD VENTURE PARTNERS III, L.P.

By: Crestwood Capital Management LLC, its General Partner

By: ________

Name: Derek Calloway

Title: Managing Partner

Date: March 12, 2026

Address:

200 Clarendon Street, Suite 3100 Boston, MA 02116

ACCEPTED AND AGREED:

MERIDIAN ZANTHOR & CO.

By: ________

Name: Samantha Reeves

Title: Managing Director, Equity Capital Markets

Date: March 12, 2026

Address:

399 Park Avenue, 22nd Floor New York, NY 10022

ACKNOWLEDGED (for purposes of Sections 6 and 9.9 only):

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Jonathan Pryce-Harlow

Title: General Counsel & Company Secretary

Date: March 12, 2026

Address:

45 Broadwick Street London W1F 9BN United Kingdom

SCHEDULE A

LOCK-UP SHARES

The following table sets forth certain information regarding the Lock-Up Shares subject to this Agreement:

The information set forth in this Schedule A is provided as of the date of this Agreement and is based on the Shareholder's representations. The number of Ordinary Shares outstanding is based on the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025. The percentage of outstanding Ordinary Shares set forth above is approximate and may change if the Company issues or retires Ordinary Shares after December 31, 2025. Lock-Up Shares include any additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares acquired by the Shareholder during the Lock-Up Period, as set forth in Section 1.6 of this Agreement.

Item	Detail
Holder	Crestwood Venture Partners III, L.P.
General Partner	Crestwood Capital Management LLC
EIN	84-3291056
Pre-Offering Holdings	4,250,000 Ordinary Shares (approximately 4.49% of 94,600,000 Ordinary Shares outstanding as of December 31, 2025)
Shares Sold in Offering	1,500,000 Ordinary Shares
Lock-Up Shares (Post-Offering Holdings)	2,750,000 Ordinary Shares (approximately 2.91% of 94,600,000 Ordinary Shares outstanding)
CUSIP	G0583R 107
ISIN	GB00BKZM4P19
Nasdaq Ticker Symbol	AGMG
Company	Aurelius Global Media Group PLC
Companies House No.	10458329
Lock-Up Period Commencement	March 16, 2026 (Closing Date)
Lock-Up Period Expiration	May 15, 2026 (Expiration Date)
Lock-Up Period Duration	60 calendar days
Transfer Agent	Continental Hollowell Asset Advisors, 17 Ashbury Asset Advisors, New York, NY 10004

LOCK-UP AGREEMENT
Dated as of March 12, 2026
This LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of March 12, 2026 (the "Execution Date"), by CRESTWOOD VENTURE PARTNERS III, L.P., a Delaware limited partnership (the "Shareholder"), acting by and through its sole general partner, Crestwood Capital Management LLC, a Delaware limited liability company, in favor of MERIDIAN ZANTHOR & CO. (the "Underwriter" or "Meridian Zanthor"), with offices at 399 Park Avenue, 22nd Floor, New York, NY 10022.
This Agreement is executed and delivered in connection with the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares, par value £0.10 per share (the "Ordinary Shares"), of AURELIUS GLOBAL MEDIA GROUP PLC, a public limited company incorporated under the laws of England and Wales (the "Company" or "Aurelius"), whose Ordinary Shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG" (CUSIP: G0583R 107; ISIN: GB00BKZM4P19).
RECITALS
WHEREAS:
A. The Shareholder is the beneficial owner, as of the date hereof, of 4,250,000 Ordinary Shares of the Company, representing approximately 4.49% of the 94,600,000 Ordinary Shares issued and outstanding as of December 31, 2025;
B. The Shareholder, the Company, and the Underwriter have entered into that certain Block Trade Agreement, dated as of March 12, 2026 (the "Block Trade Agreement"), pursuant to which the Shareholder is selling 1,500,000 Ordinary Shares to the Underwriter at a public offering price of $32.00 per share, with an underwriting discount of $0.48 per share, yielding net proceeds to the Shareholder of $31.52 per share and aggregate net proceeds to the Shareholder of $47,280,000;
C. After giving effect to the Offering, the Shareholder will beneficially own 2,750,000 Ordinary Shares of the Company, representing approximately 2.91% of the Ordinary Shares outstanding (the "Remaining Shares"), as more fully set forth on Schedule A attached hereto;
D. The Offering is being conducted as a shelf takedown under the Company's Registration Statement on Form F-3 (File No. 333-278415), initially filed with the Securities and Exchange Commission (the "SEC") on August 29, 2025 and declared effective by the SEC on September 22, 2025 (the "Registration Statement"), with a prospectus supplement to be filed pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act"), by no later than March 13, 2026; and
E. As a material inducement to, and a condition of, the Underwriter's obligations under the Block Trade Agreement, and in consideration of the Underwriter entering into the Block Trade Agreement and agreeing to purchase the 1,500,000 Ordinary Shares from the Shareholder on the terms and conditions set forth therein, the Shareholder has agreed to the restrictions on Transfer and other covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Block Trade Agreement.
1.1 "Block Trade Agreement" means that certain Block Trade Agreement, dated as of March 12, 2026, among the Shareholder, the Company, and Meridian Zanthor & Co., as it may be amended, modified, or supplemented from time to time in accordance with its terms.
1.2 "Closing Date" means March 16, 2026, or such other date on which the closing of the Offering occurs under the Block Trade Agreement, which date shall in any event be no later than the second (2nd) business day following the date of pricing of the Offering (i.e., T+2 settlement) unless otherwise mutually agreed by the parties to the Block Trade Agreement.
1.3 "Company" means Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales, registered with Companies House under company number 10458329, with its registered office at 45 Broadwick Street, London W1F 9BN, United Kingdom.
1.4 "Expiration Date" means May 15, 2026, which is the date that is sixty (60) calendar days following the Closing Date.
1.5 "Lock-Up Period" means the period commencing on the Closing Date and ending on and including the Expiration Date (i.e., from March 16, 2026 through and including May 15, 2026).
1.6 "Lock-Up Shares" means (a) the 2,750,000 Ordinary Shares of the Company beneficially owned by the Shareholder immediately following the closing of the Offering, together with (b) any additional Ordinary Shares or securities convertible into, or exercisable or exchangeable for, Ordinary Shares of the Company that are acquired by the Shareholder during the Lock-Up Period, whether by purchase, dividend, distribution, exercise of options or warrants, conversion of convertible securities, or otherwise.
1.7 "Ordinary Shares" means the ordinary shares, par value £0.10 per share, of the Company.
1.8 "Permitted Transfer" has the meaning set forth in Section 3 of this Agreement.
1.9 "Permitted Transferee" has the meaning set forth in Section 3(a) of this Agreement.
1.10 "Registration Rights Agreement" means that certain Registration Rights Agreement, dated as of June 14, 2021, between the Company and the Shareholder, as it may be amended, modified, or supplemented from time to time in accordance with its terms.
1.11 "Registration Statement" means the Registration Statement on Form F-3 (File No. 333-278415) filed by the Company with the SEC on August 29, 2025 and declared effective by the SEC on September 22, 2025, including all amendments and supplements thereto.
1.12 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
1.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
1.14 "Transfer" has the meaning set forth in Section 2.1 of this Agreement.
1.15 "Underwriter" means Meridian Zanthor & Co.
SECTION 2: LOCK-UP RESTRICTIONS
2.1 General Lock-Up Covenant.
During the Lock-Up Period, the Shareholder hereby agrees that it shall not, directly or indirectly, without the prior written consent of the Underwriter (which consent may be withheld, conditioned, or delayed in the Underwriter's sole and absolute discretion):
(a) offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise transfer or dispose of (collectively, "Transfer") any Lock-Up Shares, or any interest therein;
(b) pledge, hypothecate, grant any security interest in, or otherwise encumber any Lock-Up Shares, except as expressly permitted by Section 3(b) hereof;
(c) enter into any swap, hedge, short sale, forward, option, put, call, cap, collar, floor, or other derivative transaction or agreement, or any other transaction or arrangement, that transfers to another person or entity, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Lock-Up Shares, whether any such transaction is to be settled by delivery of Ordinary Shares, other securities, cash, or otherwise;
(d) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Shares or any securities convertible into or exercisable or exchangeable for Lock-Up Shares under the Securities Act, including, without limitation, pursuant to Section 2.2 (Demand Registration Rights) of the Registration Rights Agreement dated June 14, 2021, between the Company and the Shareholder (the parties hereby acknowledge that any demand for registration hereunder would constitute the second (2nd) of three (3) demand registrations permitted under Section 2.2 of the Registration Rights Agreement);
(e) publicly disclose the intention to make any offer, sale, pledge, disposition, or filing, or to enter into any transaction, swap, hedge, or other arrangement, of the type described in clauses (a) through (d) above, whether through the issuance of a press release, the filing of any public document, statement to the media, or otherwise; or
(f) cause or direct any affiliate, subsidiary, related person, associated person, or any person or entity acting on behalf of or at the direction of the Shareholder, to take any action that, if taken by the Shareholder, would violate the restrictions set forth in clauses (a) through (e) above.
2.2 Scope of Restrictions.
The restrictions set forth in Section 2.1 shall apply regardless of whether any Transfer or other transaction is to be made or effected for cash, in kind, or otherwise, and regardless of whether any such Transfer or other transaction is effected through the facilities of the Nasdaq Global Select Market, in over-the-counter transactions, in privately negotiated transactions, by means of a tender offer, merger, consolidation, share exchange, recapitalization, or reorganization, through a broker-dealer, through an alternative trading system or dark pool, or by any other means or method. The restrictions set forth in this Section 2 are intended to be broadly construed and shall apply to the fullest extent permitted by applicable law.
SECTION 3: PERMITTED TRANSFERS (EXCEPTIONS)
Notwithstanding the restrictions set forth in Section 2, the following Transfers shall be permitted (each, a "Permitted Transfer"), subject to the conditions specified below:
3(a) Transfers to Affiliates.
The Shareholder may Transfer Lock-Up Shares to any affiliate of the Shareholder (including, without limitation, Crestwood Capital Management LLC, any investment fund, vehicle, or account managed or advised by Crestwood Capital Management LLC or any of its affiliates, or any successor general partner of the Shareholder) (each such transferee, a "Permitted Transferee"); provided, however, that:
(i) each such Permitted Transferee shall, prior to or concurrently with the effectiveness of such Transfer, execute and deliver to the Underwriter a lock-up agreement in substantially the form of this Agreement (or in such other form as the Underwriter may reasonably approve), agreeing to be bound by the restrictions set forth in Section 2 hereof with respect to the transferred Lock-Up Shares for the remainder of the Lock-Up Period, as if such Permitted Transferee were the original Shareholder hereunder; and
(ii) such Transfer does not require the filing of, and shall not result in the voluntary filing of, any report, schedule, or form under the Exchange Act during the Lock-Up Period (other than a filing on Schedule 13D or Schedule 13G, or any amendment thereto, reporting a change in beneficial ownership, provided that any such filing clearly discloses (A) the transferee's status as a Permitted Transferee, (B) the continued existence of the lock-up restrictions imposed by this Agreement, and (C) that the Transfer was made without consideration as a Permitted Transfer under this Agreement).
3(b) Pledges Under Existing or Future Credit Facilities.
The Shareholder may pledge or hypothecate Lock-Up Shares as collateral under any bona fide credit facility, margin loan agreement, or similar financing arrangement in existence on the date hereof or entered into after the date hereof with a nationally recognized financial institution; provided, however, that:
(i) no disposition or foreclosure with respect to any such pledged Lock-Up Shares shall occur during the Lock-Up Period, and the Shareholder shall use commercially reasonable efforts to cause any lender, pledgee, or secured party to agree in writing (in a form reasonably satisfactory to the Underwriter) that such lender, pledgee, or secured party shall not dispose of, sell, transfer, or otherwise realize upon any such Lock-Up Shares during the Lock-Up Period, except in connection with a bona fide foreclosure event (and in the event of any such foreclosure, the restrictions of this Agreement shall apply to the foreclosing party or any purchaser at a foreclosure sale as if such party were the original Shareholder hereunder, and such party shall be required to execute a lock-up agreement in substantially the form hereof for the remainder of the Lock-Up Period); and
(ii) the Shareholder shall provide the Underwriter with prompt written notice (which notice shall be delivered in accordance with Section 9.6 hereof within three (3) business days of any such pledge) of any pledge of Lock-Up Shares, identifying the lender, the number of Lock-Up Shares pledged, and the material terms of the credit facility or margin loan agreement under which such pledge is made.
3(c) Sales Pursuant to a Pre-Existing Rule 10b5-1 Plan.
The Shareholder may sell Lock-Up Shares pursuant to a written trading plan established in compliance with Rule 10b5-1 under the Exchange Act (a "10b5-1 Plan") that was entered into prior to the date of the Block Trade Agreement; provided, however, that:
(i) such 10b5-1 Plan was not entered into or modified in contemplation of the Offering or this Agreement;
(ii) any required public filings or reports made under the Exchange Act in connection with sales pursuant to such 10b5-1 Plan shall include a statement to the effect that the sale was made pursuant to a pre-existing 10b5-1 Plan and shall disclose the existence of the lock-up restrictions imposed by this Agreement; and
(iii) the Shareholder hereby represents and warrants that, as of March 12, 2026, the Shareholder does not have any Rule 10b5-1 trading plan in effect with respect to the Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares. Accordingly, the Shareholder confirms that this exception is not applicable as of the Execution Date; if the Shareholder enters into a 10b5-1 Plan during the Lock-Up Period in accordance with applicable law, no sales thereunder may be effected during the Lock-Up Period unless the Underwriter provides its prior written consent.
3(d) Transfers by Operation of Law.
Transfers that occur solely by operation of law, including, without limitation, upon the dissolution, winding up, or liquidation of the Shareholder pursuant to its governing limited partnership agreement, or pursuant to any order or decree of a court of competent jurisdiction; provided, however, that:
(i) any transferee receiving Lock-Up Shares by operation of law shall execute and deliver to the Underwriter a lock-up agreement in substantially the form of this Agreement, covering the Lock-Up Shares so received, for the remainder of the Lock-Up Period; and
(ii) the Shareholder (or its representative, as applicable) shall provide the Underwriter with prior written notice of any such Transfer (to the extent practicable under the circumstances), describing the nature and legal basis for such Transfer and the identity and contact information of the transferee.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
The Shareholder hereby represents and warrants to the Underwriter as follows, as of the date hereof and as of the Closing Date:
4.1 Organization and Good Standing. The Shareholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Crestwood Capital Management LLC is the sole general partner of the Shareholder and is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Shareholder has full power and authority to own, hold, and dispose of the Ordinary Shares held by it and to carry on its business as currently conducted.
4.2 Authority. Derek Calloway, in his capacity as Managing Partner of Crestwood Capital Management LLC, the sole general partner of the Shareholder, has full power and authority to execute and deliver this Agreement on behalf of the Shareholder, and to perform all obligations of the Shareholder hereunder. All limited partnership, limited liability company, or other organizational action on the part of the Shareholder and Crestwood Capital Management LLC necessary for the authorization, execution, delivery, and performance of this Agreement has been duly taken. No consent or approval of any limited partner of the Shareholder is required in connection with the execution, delivery, or performance of this Agreement that has not been obtained.
4.3 Enforceability. This Agreement constitutes the valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws of general application relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity, including principles of reasonableness, good faith, and fair dealing (whether enforcement is sought by proceedings in equity or at law).
4.4 Ownership of Shares. As of the date hereof, the Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 4,250,000 Ordinary Shares of the Company. Immediately following the closing of the Offering, the Shareholder will beneficially own 2,750,000 Ordinary Shares, constituting the Lock-Up Shares, free and clear of all liens, pledges, security interests, charges, claims, equities, encumbrances, options, preemptive rights, rights of first refusal, and other restrictions or limitations of any kind, other than (a) restrictions arising under this Agreement, (b) restrictions arising under the Block Trade Agreement, (c) restrictions arising under the Registration Rights Agreement dated June 14, 2021, (d) restrictions imposed by applicable federal and state securities laws, and (e) any restrictions arising under the Shareholder's limited partnership agreement that do not conflict with this Agreement.
4.5 No Conflicts. The execution, delivery, and performance of this Agreement by the Shareholder does not and will not (a) violate, conflict with, or result in a breach of, any provision of the Shareholder's Amended and Restated Agreement of Limited Partnership, dated as of April 8, 2019 (as amended), or the operating agreement or certificate of formation of Crestwood Capital Management LLC, (b) violate, conflict with, or result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under, any agreement, contract, instrument, permit, license, or obligation to which the Shareholder is a party or by which the Shareholder or any of its properties or assets is bound, or (c) violate or result in a breach of any applicable law, statute, rule, regulation, judgment, order, or decree of any governmental authority.
4.6 No Trading Plans. As of March 12, 2026, neither the Shareholder nor any person or entity acting on behalf of or at the direction of the Shareholder has any Rule 10b5-1 trading plan, or any other written or oral arrangement, plan, or instruction, in effect with respect to the Ordinary Shares or any securities convertible into, exercisable for, or exchangeable for Ordinary Shares held by the Shareholder.
4.7 Tax Identification. The Employer Identification Number (EIN) of the Shareholder, as assigned by the Internal Revenue Service, is 84-3291056.
SECTION 5: WAIVER AND CONSENT RIGHTS OF THE UNDERWRITER
5.1 Discretionary Waiver. The Underwriter may, in its sole and absolute discretion and at any time during the Lock-Up Period, without notice to any other person or entity (except as provided in Section 5.2), waive or release all or any portion of the Lock-Up Shares from the restrictions set forth in Section 2 of this Agreement, on such terms and conditions as the Underwriter may determine, without the consent of any other party, including the Shareholder or the Company. Any such waiver or release shall be effective only as specifically set forth in a written instrument executed by a duly authorized representative of the Underwriter, and no oral waiver or release shall be given any effect. A waiver or release granted with respect to a portion of the Lock-Up Shares shall not operate as a waiver or release of the restrictions applicable to any remaining Lock-Up Shares.
5.2 Notice of Release. If the Underwriter agrees to release any Lock-Up Shares from the restrictions set forth in Section 2 prior to the Expiration Date, the Underwriter shall provide the Company and the Shareholder with at least three (3) business days' prior written notice of such release, which notice shall specify the number of Lock-Up Shares to be released and the effective date of such release; provided, however, that no such prior notice shall be required (a) in the case of a release that becomes effective upon the occurrence of the Expiration Date, or (b) in the case of a release in connection with a Permitted Transfer under Section 3 hereof. The Company may, in its discretion, disclose the terms of any such release to the extent required by applicable law, regulation, or stock exchange rule.
SECTION 6: STOP TRANSFER INSTRUCTIONS
6.1 Stop Transfer Order. The Shareholder hereby agrees and consents that the Company and the Company's transfer agent, Continental Hollowell Asset Advisors (with offices at 17 Ashbury Asset Advisors, New York, NY 10004; Attention: Lisa Harmon, Vice President, Corporate Actions) (the "Transfer Agent"), may, and are hereby authorized and directed to, place a stop transfer order, notation, legend, or restriction against the Transfer of any Lock-Up Shares on the Company's share register and the Transfer Agent's records during the Lock-Up Period, except as otherwise expressly permitted under this Agreement. Such stop transfer order shall prohibit any Transfer of Lock-Up Shares in the absence of (a) evidence reasonably satisfactory to the Transfer Agent that such Transfer is a Permitted Transfer under Section 3, or (b) a written waiver or release from the Underwriter pursuant to Section 5.
6.2 Authorization to Instruct Transfer Agent. The Shareholder hereby agrees to instruct, and irrevocably authorizes the Company to instruct (on the Shareholder's behalf, without further action or consent of the Shareholder), Continental Hollowell Asset Advisors to decline to Transfer, register the Transfer of, or otherwise process any Transfer request with respect to any Lock-Up Shares during the Lock-Up Period in contravention of this Agreement. The Shareholder acknowledges that the Transfer Agent shall be entitled to rely conclusively on such instructions and on the terms of this Agreement, without independent investigation or inquiry. The Shareholder agrees not to assert any claim against the Transfer Agent arising from the Transfer Agent's compliance with this Section 6.
SECTION 7: REMEDIES
7.1 Specific Performance; Injunctive Relief. The Shareholder acknowledges and agrees that (a) the Underwriter and the Company would be irreparably harmed by any breach or threatened breach of this Agreement, (b) monetary damages alone would be insufficient to compensate the Underwriter for any such breach or threatened breach, and (c) the Underwriter's remedies at law would be inadequate. Accordingly, in the event of any breach or threatened breach of this Agreement by the Shareholder, the Underwriter shall be entitled, in addition to all other rights and remedies available to it at law or in equity, to seek and obtain specific performance, a temporary restraining order, a preliminary injunction, a permanent injunction, and any other form of injunctive or equitable relief from any court of competent jurisdiction, without the necessity of proving actual damages, without the requirement of posting any bond or other security, and without regard to the adequacy of any remedy at law. The Shareholder hereby waives any defense that a remedy at law would be adequate and any requirement that the Underwriter post a bond or other security as a condition of obtaining equitable relief.
7.2 No Waiver by Delay. No failure or delay by the Underwriter in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies of the Underwriter hereunder are cumulative and not exclusive of any other rights or remedies provided by law, equity, or under any other agreement.
SECTION 8: TERMINATION
8.1 Termination Events. This Agreement shall automatically terminate, and all restrictions on the Lock-Up Shares imposed by this Agreement shall immediately cease and be of no further force or effect, upon the earliest to occur of any of the following:
(a) 11:59 p.m. (Eastern Time) on the Expiration Date (i.e., May 15, 2026);
(b) the mutual written agreement of the Shareholder and the Underwriter to terminate this Agreement, which written agreement shall specify the effective date of termination; or
(c) the termination of the Block Trade Agreement prior to the Closing Date in accordance with the terms thereof (i.e., if the Offering does not close for any reason, including, without limitation, the failure to satisfy any condition precedent to closing or the exercise of any termination right by any party to the Block Trade Agreement).
For the avoidance of doubt, the provisions of Section 4 (Representations and Warranties), Section 7 (Remedies), Section 9 (Miscellaneous Provisions), and this Section 8 shall survive the termination or expiration of this Agreement with respect to any breach of this Agreement occurring prior to such termination or expiration.
8.2 Removal of Stop Transfer Notations. Upon termination of this Agreement pursuant to Section 8.1, the Underwriter shall, within two (2) business days following such termination, notify Continental Hollowell Asset Advisors in writing of the termination of this Agreement and shall instruct Continental Hollowell Asset Advisors to remove any stop transfer notations, legends, or restrictions placed on the Lock-Up Shares pursuant to Section 6 hereof. The Company shall cooperate with the Underwriter and the Shareholder in causing the prompt removal of such stop transfer notations. The Shareholder shall bear no cost or expense in connection with the removal of such notations.
SECTION 9: MISCELLANEOUS PROVISIONS
9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
9.2 Jurisdiction and Venue; Waiver of Jury Trial. Each of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, (b) agrees not to commence any such action, suit, or proceeding in any other court, (c) waives any objection to the laying of venue of any such action, suit, or proceeding in any such court, and (d) waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9.3 Entire Agreement. This Agreement, together with the Block Trade Agreement and the Registration Rights Agreement dated June 14, 2021 (to the extent applicable), constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, express or implied, between the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements between the parties hereto with respect to the subject matter hereof other than those expressly set forth or referred to herein.
9.4 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by the Shareholder from any provision of this Agreement, shall be effective unless it is set forth in a written instrument duly executed by the party or parties against whom enforcement of such amendment, modification, supplement, waiver, or consent is sought. Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given.
9.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Shareholder may not assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Underwriter, and any attempted assignment, delegation, or transfer without such consent shall be null, void, and of no effect. The Underwriter may assign its rights and benefits under this Agreement to any successor or assignee of its business, without the consent of the Shareholder, provided that such successor or assignee agrees in writing to be bound by the terms hereof.
9.6 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when transmitted by email (provided that receipt is confirmed by the recipient, and that a copy is sent by a nationally recognized overnight courier service on the same or following business day), (c) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems or Halcyon Partners LLC), or (d) three (3) business days after being mailed by certified or registered mail, postage prepaid, return receipt requested, addressed as follows (or to such other address as a party may designate by notice given in accordance with this Section 9.6):
If to the Shareholder:
Crestwood Venture Partners III, L.P. c/o Crestwood Capital Management LLC 200 Clarendon Street, Suite 3100 Boston, MA 02116
Attention: Derek Calloway, Managing Partner
Email: dcalloway@crestwoodcap.com
with a copy to (which copy shall not constitute notice):
Whitford & Dane LLP 100 Federal Street, Suite 2800 Boston, MA 02110
Attention: Gregory Whitford
Email: gwhitford@whitforddane.com
If to the Underwriter:
Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, NY 10022
Attention: Samantha Reeves, Managing Director, Equity Capital Markets
Email: sreeves@meridiansachs.com
with a copy to (which copy shall not constitute notice):
Hargreaves Finch LLP 600 Third Avenue, 31st Floor New York, NY 10016
Attention: Catherine Yuen
Email: cyuen@hargreavesfinch.com
If to the Company (for informational purposes only):
Aurelius Global Media Group PLC 45 Broadwick Street London W1F 9BN United Kingdom
Attention: Jonathan Pryce-Harlow, General Counsel & Company Secretary
Email: jpryce-harlow@aureliusgmg.com
with a copy to (which copy shall not constitute notice):
Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006
Attention: Theodore Langston
Email: tlangston@calderwoodharkness.com
9.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall endeavor in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
9.8 Counterparts. This Agreement may be executed and delivered in any number of counterparts (including by means of facsimile transmission or by electronic transmission in portable document format (PDF)), each of which shall be deemed to be an original for all purposes and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission (including PDF) shall be deemed original signatures for all purposes and shall be binding upon the parties hereto.
9.9 Third-Party Beneficiary. The Company (Aurelius Global Media Group PLC) shall be an express third-party beneficiary of (a) the restrictions on Transfer and other covenants set forth in Section 2 and (b) the stop transfer provisions set forth in Section 6 of this Agreement. The Company shall have the right to enforce such provisions directly against the Shareholder as if the Company were a party hereto. Except as expressly provided in this Section 9.9, no person or entity other than the parties hereto and the Company shall have any rights under, or be deemed a beneficiary of, this Agreement.
9.10 Headings. The section and subsection headings contained in this Agreement are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.
9.11 No Strict Construction. This Agreement shall be deemed to have been jointly drafted by the parties hereto, and no provision of this Agreement shall be construed against any party as the drafter thereof. The parties acknowledge that this Agreement was drafted by Calderwood & Harkness LLP, counsel to the Company, and was reviewed by Whitford & Dane LLP, counsel to the Shareholder, and Hargreaves Finch LLP, counsel to the Underwriter, and that each party has had a full and fair opportunity to negotiate the terms and conditions hereof.
[Signature pages follow]
IN WITNESS WHEREOF, the undersigned have executed and delivered this Lock-Up Agreement as of the date first written above.
SHAREHOLDER:
CRESTWOOD VENTURE PARTNERS III, L.P.
By: Crestwood Capital Management LLC, its General Partner
By: ________
Name: Derek Calloway
Title: Managing Partner
Date: March 12, 2026
Address:
200 Clarendon Street, Suite 3100 Boston, MA 02116
ACCEPTED AND AGREED:
MERIDIAN ZANTHOR & CO.
By: ________
Name: Samantha Reeves
Title: Managing Director, Equity Capital Markets
Date: March 12, 2026
Address:
399 Park Avenue, 22nd Floor New York, NY 10022
ACKNOWLEDGED (for purposes of Sections 6 and 9.9 only):
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Jonathan Pryce-Harlow
Title: General Counsel & Company Secretary
Date: March 12, 2026
Address:
45 Broadwick Street London W1F 9BN United Kingdom
SCHEDULE A
LOCK-UP SHARES
The following table sets forth certain information regarding the Lock-Up Shares subject to this Agreement:
The information set forth in this Schedule A is provided as of the date of this Agreement and is based on the Shareholder's representations. The number of Ordinary Shares outstanding is based on the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025. The percentage of outstanding Ordinary Shares set forth above is approximate and may change if the Company issues or retires Ordinary Shares after December 31, 2025. Lock-Up Shares include any additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares acquired by the Shareholder during the Lock-Up Period, as set forth in Section 1.6 of this Agreement.
Item | Detail
Holder | Crestwood Venture Partners III, L.P.
General Partner | Crestwood Capital Management LLC
EIN | 84-3291056
Pre-Offering Holdings | 4,250,000 Ordinary Shares (approximately 4.49% of 94,600,000 Ordinary Shares outstanding as of December 31, 2025)
Shares Sold in Offering | 1,500,000 Ordinary Shares
Lock-Up Shares (Post-Offering Holdings) | 2,750,000 Ordinary Shares (approximately 2.91% of 94,600,000 Ordinary Shares outstanding)
CUSIP | G0583R 107
ISIN | GB00BKZM4P19
Nasdaq Ticker Symbol | AGMG
Company | Aurelius Global Media Group PLC
Companies House No. | 10458329
Lock-Up Period Commencement | March 16, 2026 (Closing Date)
Lock-Up Period Expiration | May 15, 2026 (Expiration Date)
Lock-Up Period Duration | 60 calendar days
Transfer Agent | Continental Hollowell Asset Advisors, 17 Ashbury Asset Advisors, New York, NY 10004

LOCK-UP AGREEMENT

RECITALS

WHEREAS:

SECTION 1: DEFINITIONS

SECTION 2: LOCK-UP RESTRICTIONS

SECTION 3: PERMITTED TRANSFERS (EXCEPTIONS)

SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

SECTION 5: WAIVER AND CONSENT RIGHTS OF THE UNDERWRITER

SECTION 6: STOP TRANSFER INSTRUCTIONS

SECTION 7: REMEDIES

SECTION 8: TERMINATION

SECTION 9: MISCELLANEOUS PROVISIONS

SHAREHOLDER:

CRESTWOOD VENTURE PARTNERS III, L.P.

ACCEPTED AND AGREED:

MERIDIAN ZANTHOR & CO.

AURELIUS GLOBAL MEDIA GROUP PLC

SCHEDULE A

LOCK-UP SHARES

Record

Parties

Dates

Amounts