OUR BUSINESS MODEL

How Funds Are Protected

In terms of the ‘Proceeds of Funds’ obligations we enter into in our legal agreements, we are required to apply the funds emanating from subscriptions for the Bonds consistent with the Investment Memorandum (that can be found in the Investment Section of this website), and in doing so we shall generate substantial assets.

All assets of Vivir generated by such funding including but not limited to;
• intellectual property and regulatory licences
• hybrid seed and raw product stock
• all land and acquired real estate
• all laboratory equipment
• the right, title and benefit to all and any brand names and logotypes, the right, title and benefit to all and any third-party equity or debt agreements (to include all Promissory Notes)
• all goodwill and client data, debtors’ books, client accounts and off-take agreements,
• and a pledge of 100% (one hundred percent) of Vivir’s issued share capital.

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All such assets shall form a portfolio of assets (referred to as ‘Default Security Assets’). The Default Security Assets shall form full and unrestricted cession and security in respect of all Outstanding Bonds that are secured pursuant to the Security Trust Deed, held by the Security Trustee, for the benefit of the Bondholders as follows:

• an assignment by way of security of all the Issuer’s right, title and interest arising under any Agreement to which the Vivir is a party,
• a charge by way of first fixed and floating charge over the whole of the Vivir’s assets, present and future and wherever situated, which are not for any reason effectively charged or assigned (whether in law or equity),
• a debenture held over the issued share capital of Vivir pursuant to the Security Trust Deed.

In the event that Vivir enters into any agreement to sell, assign, transfer, exchange, pledge, encumber or otherwise dispose of all or any part of its business, it shall be on the sole and exclusive basis that the transaction envisaged shall in no way dilute or decrease the amount of security available to the Bondholder(s) or decrease or lessen the value of any Bond.

Vivir agrees that they shall not at any time, sell, assign, transfer, exchange, pledge, encumber or otherwise dispose of all or any part of its business, unless at the time of the transaction a specific proportion of all and any assets held by Vivir are put aside in escrow or pledged and warranted to the Bondholders by way of a preferential stock or payment transaction.