Buyline Holding AS

General Information: Buyline Holding AS, a private limited liability company incorporated under the laws of Norway (reg. 920 159 303, LEI code 636700E13TSKNUHV7I54) (the “Company” or the "Issuer"), intends to offer up to 5,000,000 new ordinary shares in the Company, each with a nominal value of NOK 0.001 (the “Offer Shares”) through a private placement with gross proceeds of up to approximately NOK 35 million (the “Private Placement”).

THE PRIVATE PLACEMENT IS DIRECTED ONLY TOWARDS INVESTORS SUBJECT TO APPLICABLE EXCEMPTIONS FROM RELEVANT PROSPECTUS, FILING AND REGISTRATION REQUIREMENTS AS FURTHER DESCRIBED IN EXHIBIT I HERETO.

Offer price: The subscription price per Offer Share NOK 7 (the “Offer Price”) and the final number of Offer Shares to be issued will be determined by the Company’s board of directors on the basis of a book building process.

The Company is considering an application for its shares to be admitted to trading on Euronext Growth Oslo, a multilateral trading facility (MTF) operated by Oslo Stock Exchange, following the Private Placement. No guarantee may; however, be given as to if or when the Company’s shares may be admitted to trading on Euronext Growth Oslo.

Use of Proceeds: The Company intends to use the net proceeds from the Offer Shares for general corporate purposes and working capital, as well as covering fees related to the potential admission process for Euronext Growth Oslo.

Documentation: The principal terms and conditions of the Private Placement are set out in this application form with its exhibit (the “Application Form”). This Application Form and the investor presentation (the “Investor Presentation”), both dated 02 July shall together constitute the “Investor Documentation”. The applicant (the “Applicant”) hereby acknowledges to have received and accepted the terms set out in the Investor Documentation and that the application and subscription is subject to the terms set out therein.

Investors are also deemed to have access to information about the Company that is publicly available, including financial information and other relevant information about the Company.

Limitation of liability: By signing this Application Form or by making an application for the Offer Shares on the basis of this Application Form, the Applicant warrants that it understands and accepts that it is applying for the Offer Shares and participating in the Private Placement on these terms and conditions and that the Applicant has not been induced to enter into this Application Form by any representation, warranty or undertaking by the Company.

Conditionality of the Private Placement: Up until notice of allocation, the Private Placement may be cancelled by the Company in its sole discretion for any reason. The Company will not be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Minimum subscription and allocation: The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate Offer Shares for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 on prospectuses for securities (the “EU Prospectus Regulation”) as well as the UK Prospectus Regulation (as defined in the below), are available, including to its employees or related individuals such as friends and/or family members.

Application procedure: Applications will take place from and including 02 July at 16:30 hours CEST to and including 08 August at 16:30 hours CEST (the “[Application Period]”). The Company reserves the right, at its own discretion, to close or extend the Application Period at any time and for any reasons and on short or without notice. If the Application Period is shortened or extended, the other dates referred to herein may be amended accordingly.

By executing this Application Form, or by placing an application by email or any other electronic communication as further described below, the Applicant irrevocably confirms the Applicant’s request to subscribe for the number of Offer Shares at the amount(s) specified by such Applicant on the terms included in the Investor Documentation, and authorizes and instructs the chair of the Company’s board to subscribe for the number of Offer Shares allocated to the Applicant in the Private Placement (the “Allocated Shares”) on behalf of the Applicant.

This Application Form, duly signed, valid and binding on the Applicant, must be received by the Company by the end of the Application Period. The Applicant bears the risk of any delays, unavailable digital systems and channels and any other technical problems. The Applicant is furthermore responsible for the correctness of the information provided by the Applicant in this Application Form. However, the Company may, in its sole discretion, accept applications placed by taped phone, e-mail or otherwise within the Application Period (but may request that the application is subsequently confirmed by the execution of an Application Form in writing, and may, if the Applicant fails to satisfy such requirement, in its sole discretion, disregard the application, without any liability towards the Applicant). Any application received by the Company (whether in writing or by taped phone) becomes binding when received by the Company and may not be withdrawn or amended after such time.

ANY APPLICATION PLACED BY TAPED PHONE, E-MAIL, ON BLOOMBERG OR OTHERWISE WILL BE DEEMED MADE ON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN THIS APPLICATION FORM

Allocation of Offer Shares: Notification of allocation and payment instruction (the “Notification”) will be sent to the Applicant by the Company on or about 11 August, subject to any shortening or extensions of the Application Period. The allocation of Offer Shares will be made at the sole discretion of the Company’s board of directors. The board of directors will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon and other criteria. The Company may, at its sole discretion, set a maximum allocation to any Applicant as well as reject or reduce any application in whole or in part. Allocation of Offer Shares totalling a lower amount than applied for does not affect the Applicant’s obligation to subscribe and pay for the Offer Shares allotted.

Settlement: The date for settlement of the Private Placement is expected to be on or about 13 August (the “Settlement Date”), subject to any shortening or extensions of the Application Period and any further settlement details will be stated in the Notification. The Applicant shall pay the subscription amount (being the number of Allocated Shares multiplied with the Offer Price) in accordance with the procedures set out herein and in the Notification. The Allocated Shares will be delivered to the Applicant’s VPS account as soon as practicable after full payment has been received and the share issue has been registered with the Norwegian Register of Business Enterprises. The Settlement Date is indicative only.

Voting undertaking: The Applicant irrevocably undertakes by the entering into of this Application Form to vote on behalf of all its shares in the Company in favor of, or give a voting proxy to be used in favor of, the resolution to issue the Offer Shares in the Private Placement at the extraordinary general meeting of the Company (the “EGM”). This undertaking applies to all shares currently held by the Applicant as of the date of this Application Form and any additional shares acquired prior to and having voting rights at the EGM. The Applicant undertakes that it will not divest any shares in the Company prior to the EGM.

VPS account: Any allocation of Offer Shares is conditional upon the Applicant holding a VPS account. The VPS account number must be stated in the Application Form. VPS accounts can be established with authorised account operators, being e.g. Norwegian banks, securities brokers in Norway and Norwegian branches of credit institutions established within the EEA (as defined below). Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-Money Laundering Legislation. However, non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Financial Supervisory Authority of Norway (No. Finanstilsynet).

Please note that Applicants must themselves notify changes in registered information on the VPS account directly to the Applicant’s account manager, and that the Applicant is responsible for any consequences if correct information is not registered on the VPS account. Notices produced by the VPS (including inter alia notices of allocation) will be sent to the address registered on the VPS account.

Confidentiality: The offer to subscribe for Offer Shares in the Private Placement is personal and cannot be forwarded or made known to any third party. The Applicant hereby undertakes to keep the contents of this Application Form and any information made available pursuant to it confidential, including but not limited to the fact that any agreement has been entered into until the completion of the Private Placement has been resolved and publicly announced by the Company, with the exemption for disclosure to applicable authorities as required by law. The Applicant hereby authorises the Company to produce this Application Form or a copy hereof to any party in any administrative or legal proceedings or official inquiry with respect to matters covered hereby in connection with the Private Placement, to the extent required by law.

Confirmations: The Applicant, by applying for Offer Shares and thereby accepting the terms of this Application Form (including its Exhibit) confirms its request to purchase and pay for the allocated and subscribed number of Offer Shares and further confirms that:

(i) It acknowledges that no independent due diligence investigations of the Company have been carried out in connection with the Private Placement.

(ii) It has made its own assessment of the Company, the Offer Shares and the terms of the Private Placement based only on the Investor Documentation and such information as is publicly available, including the Company’s financial statements, and, to the extent deemed necessary by the Applicant having consulted with its own independent advisors, the Applicant has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relating to its investment in the Offer Shares.

a. received, reviewed and understood the Investor Documentation including the important information, disclaimers and risk factors described therein as well as other legal matters as described in the Investor Presentation; or

b. received the Investor Documentation, but decided, at its own risk, that such review would not be required.

(iv) It has had access to such financial and other information concerning the Company and the Offer Shares as the Applicant has deemed necessary in connection with the application for and subscription of the Offer Shares and has made such investigation with respect thereto as it deems necessary.

(v) Other than as set out in the Investor Documentation, it has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any representative of the Company or any of its affiliates.

(vi) It has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision in the Company by applying for and purchasing Offer Shares, and the Applicant is able to bear the economic risk, and to withstand a complete loss of an investment in the Offer Shares.

(vii) Investment in the Offer Shares is made solely at the Applicant’s own risk.

(viii) No prospectus or other document providing a similar level of disclosure has been prepared in connection with the Private Placement.

(ix) The Applicant is not subscribing for or purchasing Offer Shares, neither on the Applicant’s own account nor for the account of others, in contradiction to the selling and transfer restrictions described in this Application Form, including its Exhibit.

(x) All commitments, acceptances, confirmations, representations, warranties and undertakings given by the Applicant pursuant to this Application Form are given for the benefit of the Company and may be enforced against the Applicant by each of the Company.

(i) It (either on the Applicant’s own account or for the account of others) is able to lawfully participate in the Private Placement and subscribe for the Offer Shares.

(ii) It is not located in the United States and is not a “U.S. person” (as such term is defined in Regulation S under the U.S. Securities Act, as amended) nor is it purchasing the Offer Shares for the account or benefit of a U.S. person.

General: This Application Form does not constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication of a prospectus or similar action.

No prospectus: The Investor Documentation or any other material related to the Offer Shares does not constitute or form part of a prospectus within the meaning of the EU Prospectus Regulation, as implemented in any member state of the European Economic Area (the “EEA”) (each, a “Relevant Member State”) and the United Kingdom. The expression “EU Prospectus Regulation” means in relation to the EU/EEA Regulation (EU) 2017/1129 (and amendments thereto) and in relation to the United Kingdom the Regulation (EU) 2017/1129 as it forms part of the United Kingdom (“UK”) domestic law by virtue of the European Union Withdrawal Act 2018 (the “UK Prospectus Regulation”) and includes any relevant implementing measure in each Relevant Member State. The Investor Documentation or any other material related to the Offer Shares has therefore not been, and will not be, reviewed by or registered with the Financial Supervisory Authority of Norway (No. Finanstilsynet) or any other regulator or public authority. Accordingly, the Offer Shares will only be offered or sold within the EEA in reliance on applicable exemptions from preparing a prospectus pursuant to the EU Prospectus Regulation and in the United Kingdom according to applicable exemptions under the UK Prospectus Regulation, together with any connected legislation for member states of the EEA or the UK, as applicable.]

United Kingdom: Each UK Applicant confirms that it understands that the Private Placement has only been communicated (a) to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances where, in accordance with section 86(1)(c) and (d) of the Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply as the minimum denomination of and purchase of the Offer Shares exceeds EUR 100,000 or an equivalent amount. Consequently, the Applicant understands that the Offer Shares may be offered only to “qualified investors” for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available. Any application or purchase of Offer Shares is available only to relevant persons and will be engaged in only with relevant persons and each UK Applicant warrants that it is a relevant person.

United States: There will be no public offer of the Offer Shares in the United States. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities law of any state or other jurisdiction of the United States and may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. An Applicant in the United States or who is a “U.S. Person” (within the meaning of Regulation S under the U.S. Securities Act), may not execute this Application Form or otherwise take steps in order to purchase Offer Shares. The Offer Shares are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may not be deposited into any unrestricted depositary receipt facility in the United States, unless at the time of deposit the Offer Shares are no longer "restricted securities". The Offer Shares may not be reoffered, resold, pledged or otherwise transferred, except (a) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S, as applicable or (b) pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and subject to the provisions of the U.S. investor representation letter.

Canada: The distribution of the Offer Shares in Canada is being made only on a private-placement basis, thus exempting it from the requirement that the Company prepare and file a prospectus with the applicable securities regulatory authorities. The Offer Shares are being offered in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and therein only by persons permitted to sell such securities. Each Canadian purchaser who purchases Offer Shares must be entitled under applicable securities laws to purchase such securities without the benefit of a prospectus qualified under such securities laws; must be an "accredited investor" within the meaning of National Instrument 45-106 – Prospectus and Registration Exemptions and purchasing the Offer Shares as principal or deemed principal for its own account; and must be a "permitted client" within the meaning of National Instrument 31-103 – Registration Requirements and Exemptions. There is currently no public market for the Offer Shares in Canada and any resale of the Offer Shares in Canada must be made in accordance with applicable securities laws.

Australia and Japan: The Offer Shares will not be registered under the applicable securities laws of Australia or Japan and may not be offered, sold, resold or delivered, directly or indirectly, in or into Australia or Japan except pursuant to an applicable exemption from applicable securities laws.

Switzerland: The Private Placement is not intended to constitute, and does not constitute, an offer to the public or solicitation to purchase or invest in the Offer Shares. The Offer Shares may not be publicly offered, sold or marketed, directly or indirectly, in or into Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”), except under the following exemptions under the FinSA: (i) to any investor that qualifies as a professional client within the meaning of the FinSA; (ii) in any other circumstances falling within Article 36 FinSA, provided, in each case, that no such offer of Offer Shares referred to in (i) and (ii) shall require the publication of a prospectus for offers of Offer Shares pursuant to the FinSA. The Offer Shares have not been and will not be admitted to trading on any trading venue in Switzerland. Neither the Investor Documentation nor any other marketing or offering material relating to the Offer Shares constitutes a prospectus within the meaning of the FinSA, and has not been, and will not be, filed with, or reviewed or approved by, a Swiss review authority, and does not comply with the disclosure requirements applicable to a prospectus within the meaning of the FinSA. Neither this Investor Documentation nor any other offering or marketing material relating to the Offer Shares may be distributed or otherwise made available in Switzerland in a manner which would require the publication of a prospectus in Switzerland pursuant to the FinSA.

Commission: It is not allowed to apply or subscribe for Offer Shares by commission or similar arrangements.

Cancellation: The Applicant acknowledges that the Private Placement will be cancelled if the Conditions are not fulfilled and may be cancelled by the Company in its sole discretion for any other reason. The Company will not be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Relation to law, regulations and by-laws: The Applicant has full power and authority to execute and deliver this Application Form and to approve these terms and conditions and to apply and subscribe for the Offer Shares and is authorised to pay all amounts it has committed to pay subject to the satisfaction of the terms stated herein for completion of the Private Placement. The execution and delivery of this Application Form has been authorised by all necessary action by the Applicant or on the Applicant’s behalf, and this Application Form shall constitute valid and binding obligations, enforceable against the Applicant in accordance with its terms. The Applicant bears the full risk for its legal ability to apply for, purchase for and own shares in the Company, and its monetary liability under this undertaking will not cease to be effective in the event that subscription and ownership of the Offer Shares would be illegal due to applicable statutory law and regulations. In such event, the Applicant shall fulfil the payment obligations that have been effected and will designate a third party to whom the Offer Shares are to be issued.

Overdue and missing payments: Overdue payments will be charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100. A defaulting Applicant will be solely responsible for any deficit amount.

Advisors: Norne Securities AS is acting as settlement agent for the Private Placement. Advokatfirmaet PriceWaterhouseCoopers AS is acting as the Company’s legal advisor for the Private Placement.

Governing law: The Private Placement and all related Investor Documentation shall be governed by Norwegian law, and any disputes (whether contractual or non-contractual) which cannot be resolved amicably, shall be referred to the ordinary courts of Norway and the Applicant accepts the non-exclusive jurisdiction of the Oslo District Court (No. Oslo tingrett).

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