Rollover Agreement Values Assets with Surplus Account

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date

{{date}}

Subject: Rollover Agreement for Asset Values and Surplus Account

This Rollover Agreement (the "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{Company_A_name}}, a company duly incorporated and registered under the laws of {{jurisdiction_A}}, with its principal place of business at {{Company_A_address}} (hereinafter referred to as "Company A"); and

{{Company_B_name}}, a company duly incorporated and registered under the laws of {{jurisdiction_B}}, with its principal place of business at {{Company_B_address}} (hereinafter referred to as "Company B").

(Each a "Party" and collectively, the "Parties")

Recitals

WHEREAS, Company A holds certain assets (the "Assets") with a carrying value as of {{effective_date}}.

WHEREAS, Company B wishes to acquire or consolidate the book value of these Assets for accounting purposes.

WHEREAS, the Parties have agreed to a rollover of the value of these Assets into a surplus account within the financial records of Company B, in accordance with applicable accounting standards and legal requirements in {{southern_african_country}}.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Rollover of Asset Values

1.1. Company A hereby irrevocably agrees to transfer, and Company B hereby agrees to accept, the book value of the Assets, as listed in Schedule A attached hereto, into a designated surplus account within Company B's financial statements.

1.2. The agreed upon 'rollover value' for the Assets is {{agreed_rollover_value}} ({{currency}}). This value has been determined based on {{valuation_methodology}} as at {{valuation_date}}.

1.3. This rollover is for accounting purposes only and does not imply a transfer of legal ownership of the underlying physical assets unless explicitly stated in a separate agreement.

2. Surplus Account Establishment and Treatment

2.1. Company B shall establish a separate surplus account, to be named "{{surplus_account_name}}", to record the rollover value of the Assets.

2.2. The funds or value represented by this rollover shall be treated in accordance with {{applicable_accounting_standards}} (e.g., IFRS, SA GAAP) and {{relevant_southern_african_company_act_references}}.

2.3. Company B shall be responsible for all accounting entries and reporting related to the surplus account and the rolled-over asset values.

3. Representations and Warranties

3.1. Company A represents and warrants that it has the full power and authority to enter into this Agreement and to effect the rollover of asset values as contemplated herein.

3.2. Both Parties represent and warrant that they have obtained all necessary corporate approvals and consents for the execution and performance of this Agreement.

4. Indemnification

4.1. Each Party agrees to indemnify and hold harmless the other Party from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of its representations, warranties, or covenants contained in this Agreement.

5. Governing Law and Dispute Resolution

5.1. This Agreement shall be governed by and construed in accordance with the laws of {{southern_african_country}}.

5.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}} in {{arbitration_city}}, {{southern_african_country}}.

6. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

7. Amendments

No amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorised representatives of both Parties.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

_____________________________

Name: {{Company_A_authorised_signatory_name}}

Title: {{Company_A_authorised_signatory_title}}

For and on behalf of {{Company_A_name}}

_____________________________

Name: {{Company_B_authorised_signatory_name}}

Title: {{Company_B_authorised_signatory_title}}

For and on behalf of {{Company_B_name}}