AS Baltika and Niul OÜ signed on August 8, 2022 a trademark transfer agreement under which the Acquiring Company acquires some of “Ivo Nikkolo” trademarks. Despite the transfer of the Trademarks, Baltika retains the exclusive right to use the Trademarks under an exclusive trademark licence agreement signed on 08.08.2022 a between Baltika and the Acquiring Company (the Licence Agreement). In addition, Baltika and the Acquiring Company have on August 8, 2022 signed notarised pledge agreements with respect to the Trademarks and in favour of Baltika (the Pledge Agreements) to secure the performance of the obligations by the Acquiring Company under the Sales Agreement. The transfer of the Trademarks enters into force and pledges to the Trademarks are created by making respective entries in the Estonian register of trade and service marks and the Register of European Union trade marks concerning the transfer and pledges. The purpose of the transaction is to finance the main activities, projects, and investments of the Baltika Group. In addition, as a result of the transaction, Baltika's equity is in line with the requirements stipulated in the Commercial Code. This transaction is not a related party transaction in the essence of the Rules of the Nasdaq Tallinn Stock Exchange, and the supervisory board and members of the management board of Baltika have no personal interest in the transaction. The total purchase price for the Trademarks is EUR 8,000,000. Pursuant to the Sales Agreement, the Acquiring Company undertakes to pay the purchase price as follows: EUR 500,000 of the purchase price will be paid by the Acquiring Company to Baltika in cash latest by 09.08.2022; EUR 1,500,000 of the purchase price will be paid by the Acquiring Company to Baltika in cash latest by 16.08.2022;
EUR 3,000,000 of the purchase price will be paid by the Acquiring Company to Baltika in cash latest by 31.12.2023; and EUR 3,000,000 of the purchase price will be paid by the Acquiring Company to Baltika in cash latest by 31.12.2024. The purchase price payment obligation of the Acquiring Company is secured by the pledges created to the Trademarks in favour of Baltika under the Pledge Agreements.