Asset Participation Agreement

INVESTOR PARTICIPATION AGREEMENT (IPA)

THIS AGREEMENT is made on this ___ day of ________, 20__

BETWEEN

0 Emission Technologies Limited, a company duly incorporated under the laws of the Federal Republic of Nigeria with its registered office at [address] (hereinafter referred to as "the Company" or "ZETL"),

AND

[Investor's Full Name], (hereinafter referred to as "the Investor").

1. RECITALS

1.1 The Company develops and operates distributed solar energy systems under an Energy-as-a-Service (EaaS) model, retaining ownership of installed assets and providing electricity to customers on a prepaid basis.

1.2 The Investor desires to participate in such projects through financial contribution toward the procurement, deployment, and maintenance of designated solar systems, in exchange for a defined share of revenue generated from customer energy consumption.

1.3 The Parties wish to record the terms and conditions governing such participation.

3. NATURE OF PARTICIPATION

3.1 The Investor's financial participation constitutes a co-financing arrangement for specific projects and does not create any debt, equity, partnership, or joint-venture relationship with the Company.

3.2 The Investor's entitlement is limited strictly to a share of project revenue from customer energy consumption and, where applicable, a share of proceeds from system sale or recycling.

3.3 Ownership of all assets, licenses, and contracts shall at all times remain with the Company.

5. BILLING AND REVENUE DISTRIBUTION

5.1 Customers shall pay for energy strictly on a prepaid basis.

5.2 The Company shall compute actual consumption monthly and allocate the corresponding revenue among all Investors proportionally to their participation.

5.3 Allocated revenue (less applicable management, maintenance, and insurance deductions) shall be credited to the Investor's Wallet within fifteen (15) business days after each billing cycle.

14. RISK DISCLOSURE

14.1 The Investor acknowledges that:

• Returns are dependent on actual customer consumption and system performance
• Investments are not insured or guaranteed
• Past performance is not indicative of future outcomes

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

15.2 Any dispute arising hereunder shall be resolved amicably in the first instance. Failing amicable settlement, the matter shall be referred to arbitration under the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.