Investor Participation Agreement
IPA – Terms for Bondholders and Noteholders of Goletrik Energy Assets Limited
Definitions
- •AssetCo / Issuer: Goletrik Energy Assets Limited (RC 9897370), the special-purpose vehicle that owns the solar energy assets and issues the Bonds/Notes.
- •OpCo / Servicer: 0 Emission Technologies Limited (RC 6929125), the platform operator appointed by AssetCo to service and operate the solar energy assets.
- •Goletrik: Collectively, AssetCo and OpCo, and either of them as the context requires.
- •Investor / Bondholder / Noteholder: The party acquiring Bonds or Notes issued by AssetCo under this Agreement.
- •IPA: Investor Participation Agreement — this agreement, entered into between the Investor and AssetCo.
- •Bond / Note: The debt instrument issued by AssetCo to the Investor, representing a debt obligation of AssetCo secured by the solar energy assets.
- •Face Value: The principal amount invested by the Investor, equal to the funded capacity (kW) multiplied by the price per kW.
- •FGN Green Bond: The Federal Government of Nigeria Green Bond, used as the benchmark rate for the bond valuation model.
- •Benchmark Rate: The trailing four-quarter average of the FGN Green Bond rate, as maintained by Goletrik and displayed on the Platform.
- •Risk Premium: The additional return above the Benchmark Rate, compensating investors for real-asset, operational, and liquidity risk.
- •O&M Premium: The additional return above the Benchmark Rate plus Risk Premium, compensating investors for bearing O&M cost risk.
- •Gross Return Rate: Benchmark Rate + Risk Premium + O&M Premium (as a decimal), used to compound the Face Value.
- •Coupon: The periodic return payable to the Investor, calculated as the Gross Return Rate applied to the outstanding principal.
- •Amortization: The portion of each service payment that reduces the outstanding principal, as set out in the Contract Schedule (currently 30% of the investor share).
- •Residual Balloon: The outstanding obligation to the Investor at any point in time, calculated as the compounded return (Face Value compounded at the Gross Return Rate) less all cumulative service payments collected to date.
- •Depreciated Asset Value: The straight-line depreciated replacement value of the solar assets, based on component useful lives.
- •Buyover Base: The greater of (a) the Residual Balloon and (b) the Depreciated Asset Value — the amount distributed to the Investor on buyover.
- •Maturity: The date on which the Bond/Note matures and the outstanding principal and accrued coupon are due, currently set at ten (10) years from project activation.
- •Segregated Collection Account: A bank account maintained by AssetCo at a Nigerian bank into which all customer payments are swept and from which investor distributions are made before any sweep to OpCo.
- •Step-In Right: The right of AssetCo (or its appointee) to appoint a replacement servicer if OpCo defaults on its servicing obligations.
- •WHT: Withholding Tax deducted from distributions and buyover proceeds as applicable under Nigerian law.
- •Wallet: The virtual account where investor earnings are credited.
- •Funded Capacity: The kW share funded by the Investor in a project.
- •Buyover: The purchase of the solar asset by the Customer, which triggers repayment of the Bond/Note.
What is the IPA?
The Investor Participation Agreement (IPA) governs your acquisition of Bonds/Notes issued by Goletrik Energy Assets Limited (AssetCo), a special-purpose vehicle that owns, holds, and operates distributed solar energy assets in Nigeria. By investing, you are lending money to AssetCo, which uses the proceeds to acquire and deploy solar energy systems. In return, AssetCo issues you a Bond/Note representing a debt obligation secured by the solar assets.
0 Emission Technologies Limited (OpCo) acts as the appointed servicer of the assets on behalf of AssetCo. OpCo operates the Platform, manages customer billing, coordinates maintenance, and performs day-to-day operations. Your day-to-day interactions will be with OpCo, but your contractual counterparty for the Bond/Note is AssetCo.
Nature of Your Investment — Bonds/Notes (Debt)
What You Are Acquiring
By investing, you acquire Bonds/Notes issued by AssetCo. A Bond/Note is a debt instrument: AssetCo owes you a principal amount (the Face Value) plus a return (the Coupon) computed at the Gross Return Rate. You are a creditor of AssetCo, not a co-owner of the solar assets.
What This Is NOT
- •It is NOT an equity stake, partnership, or co-ownership of the solar assets
- •It is NOT a deposit held by Goletrik or insured by the NDIC
- •It is NOT a guarantee of returns — your return floats with market conditions
- •It is NOT a collective investment scheme or mutual fund
Return Rate — Bond-Based Model
Your return is calculated using a bond-based valuation model:
- •Benchmark Rate: The trailing four-quarter average of the FGN Green Bond rate, maintained by Goletrik and displayed on the Platform
- •Gross Return Rate = Benchmark Rate + Risk Premium + O&M Premium
- •The Face Value is compounded at the Gross Return Rate over the life of the investment
- •Each month, a portion of the investor share of service payments covers the Coupon (return), and the remainder amortizes principal
- •The Residual Balloon (outstanding obligation) declines over time as principal is amortized
The Benchmark Rate floats with market conditions and is reviewed at least quarterly. This means your return rate is not locked at investment — it moves with prevailing bond yields. The Risk Premium and O&M Premium are set by Goletrik and may be adjusted by notice as set out in the Contract Schedule.
No Guarantee of Principal Protection
Your principal is not protected. The Bonds/Notes are unsecured debt obligations of AssetCo. While AssetCo's assets (the solar systems) provide a source of recovery, there is no guarantee that you will recover the full Face Value. If AssetCo defaults or the solar assets perform poorly, you may lose part or all of your investment. You should only invest an amount you can afford to lose.
Investor Protection Package
AssetCo has implemented the following protections for Bondholders/Noteholders:
1. Segregated Collection Account
All customer payments (token purchases, MMC deficits) are swept into a Segregated Collection Account maintained by AssetCo at a Nigerian bank. Investor distributions are paid from this account before any sweep to OpCo for platform fees or operating expenses. This ensures that investor returns are paid first, ahead of OpCo's operational costs.
2. Step-In Rights
If OpCo defaults on its servicing obligations (failure to maintain the assets, failure to collect payments, insolvency, or material breach), AssetCo (or its appointee) has the right to step in and appoint a replacement servicer to continue operating the assets and collecting customer payments. This protects investors from disruption caused by OpCo's failure.
3. Security Interest (Deferred Registration)
AssetCo's security interest in the solar assets will be registered at the Collateral Registry maintained under the Secured Transactions in Movable Assets Act (STMAA). Registration will be completed when institutional investors are onboarded. Until then, Bondholders/Noteholders rely on the contractual protections in this Agreement (segregated account, step-in rights, and AssetCo's ring-fence structure).
4. Security Trustee (Deferred)
AssetCo intends to appoint a Security Trustee to hold the security interest on behalf of Bondholders/Noteholders once institutional investors are onboarded. Until then, AssetCo holds the security interest directly for the benefit of all Bondholders/Noteholders pro rata to their holdings.
5. Asset Ring-Fence
The solar assets are owned by AssetCo, a special-purpose vehicle whose sole business is owning and leasing solar energy assets. AssetCo's assets are ring-fenced from the operational and business risks of OpCo. If OpCo becomes insolvent, the solar assets are not available to OpCo's creditors.
Billing and Revenue Distribution
How It Works
- •Customers pay for energy on a prepaid, pay-per-kWh basis by purchasing energy tokens
- •All customer payments are swept into the Segregated Collection Account
- •From the Segregated Collection Account, investor distributions are paid first, then O&M reserve, then platform fees
- •Goletrik sums token purchases for the billing period — if no tokens are purchased, no distribution occurs
- •Your share of the distribution is credited to your Wallet within 15 business days
Deductions from Gross Revenue
From gross project revenue, the following is deducted before investor distributions, as set out in the Contract Schedule:
- •Operations, Maintenance & Insurance (O&M) reserve — currently 11.775% of the net service fee
- •Platform management fee — currently 3.225% of the net service fee (inclusive of 7.5% VAT)
- •VAT on the service fee (7.5%), remitted to FIRS
The remaining amount (the investor share, currently 85% of the net service fee) is distributed to investors pro rata to their funded capacity. Of the investor share, 30% amortizes principal and 70% covers the Coupon, as set out in the Contract Schedule.
Buyover and Maturity
Customer Buyover
A Customer may purchase the solar system at any time (buyover). When a buyover occurs:
- •The Buyover Base is calculated as the greater of (a) the Residual Balloon and (b) the Depreciated Asset Value
- •The Customer pays the Buyover Base plus a Consumer Fee (1.075% inclusive of VAT)
- •An Owner Fee (3.225% inclusive of VAT) is deducted from the proceeds before distribution
- •The net proceeds are distributed to Investors pro rata to their funded capacity
- •Upon buyover, the Bond/Note is repaid and the investment concludes
Early Buyover Transparency
An early buyover returns your outstanding principal plus accrued Coupon — not the full 10-year return. If a Customer buys over the system in year 2, you receive the Residual Balloon at that point (which reflects 2 years of compounding, not 10). This is fair: you are paid what you are owed at the time of buyover, not a projected future return.
Maturity
If no buyover occurs, the Bond/Note matures ten (10) years from project activation. At maturity, the outstanding Residual Balloon is paid to the Investor from the Depreciated Asset Value recovered through contract expiration or renewal. If the Customer renews the contract, the investment continues under the terms of the renewal.
Important Risk Disclosures
Investing in Bonds/Notes involves risk. You could lose part or all of your investment.Your return rate floats with prevailing market conditions (Benchmark Rate + Risk Premium + O&M Premium), reviewed at least quarterly. Your earnings and principal recovery also depend on:
- •Actual customer token purchases (variable month-to-month)
- •System performance and uptime
- •Equipment reliability and maintenance
- •Market conditions and energy demand
- •Changes to the prevailing Benchmark Rate, which adjusts your return rate each quarter
- •Customer buyover timing — an early buyover returns principal + accrued coupon, not the full 10-year return
- •Regulatory or policy changes
- •Force majeure events
- •OpCo servicing failure — mitigated by step-in rights but not eliminated
Other Risks
- •Your investment is NOT insured by the NDIC or any deposit insurance scheme
- •Past performance is not indicative of future results
- •The Bonds/Notes are not listed on any securities exchange and may be illiquid
- •Equipment damage or theft at a customer's site, where caused by customer negligence, is subject to recovery from the customer — Goletrik will pursue such recovery on investors' behalf
- •AssetCo is a special-purpose vehicle with no other business — if its assets perform poorly, its ability to repay Bondholders/Noteholders is directly impaired
Investor Eligibility & Suitability
By accepting this Agreement, you represent and warrant that:
- •You are at least 18 years of age and legally capable of entering into binding contracts under Nigerian law
- •You have read and understood the Risk Disclosures section above
- •You acknowledge that your principal is not protected and that you could lose part or all of your investment
- •You acknowledge that no minimum or guaranteed return is offered
- •You are investing funds you can afford to lose, and you have not relied on any advice from Goletrik as a financial adviser
- •You are not relying on Goletrik for legal, tax, or investment advice, and you have sought independent advice if needed
- •You will provide accurate KYC information, including your Tax Identification Number (TIN) for WHT purposes
Operations & Maintenance
OpCo, as AssetCo's appointed servicer, is responsible for:
- •Installing and commissioning the system
- •All preventive and corrective maintenance
- •Quarterly or as-needed inspections
- •System monitoring and performance optimization
- •Insurance coverage for the assets
You receive monthly performance reports showing energy generated, uptime, and your pro-rata earnings.
Payments and Wallet Management
Your Earnings
Monthly distributions (after deductions) are credited to your Goletrik Wallet within 15 business days of each billing cycle.
Withdrawals
You can withdraw earnings at any time to your verified bank account. Withdrawal requests are processed within 3–5 business days.
Security
- •Bank account changes require OTP verification
- •Multi-factor authentication protects withdrawals
- •Goletrik does not hold funds longer than necessary for settlement
Tax and Withholding Tax (WHT)
All distributions and buyover proceeds to Investors are subject to Nigerian tax law. Goletrik deducts Withholding Tax (WHT) at source and remits it to the relevant tax authority on your behalf.
WHT Rates on Distributions
- •Investor with a valid TIN: WHT at 10% of the distribution amount
- •Investor without a valid TIN: WHT at 20% of the distribution amount
- •WHT is deducted before the distribution is credited to your Wallet
- •Goletrik provides WHT receipts for your tax filings
WHT on Buyover Proceeds
Buyover proceeds are also subject to WHT at the same rates (10% with TIN, 20% without TIN). The WHT is deducted from your share of the buyover proceeds before distribution.
Your Responsibility
- •Provide an accurate Tax Identification Number (TIN) to qualify for the lower WHT rate
- •Declare and remit any personal or corporate income taxes arising from your investment earnings
- •Notify Goletrik if your TIN changes or expires
Secondary Market & Asset Resale
A secondary marketplace is available on the Platform, allowing you to list and resell your Bond/Note on a willing buyer–willing seller basis. Listings are subject to Goletrik's marketplace terms and buyer KYC completion.
You continue to earn monthly distributions until a transfer is confirmed. The resale price is determined by you and the buyer; Goletrik does not guarantee a resale price or liquidity.
Company Representations and Warranties
AssetCo represents and warrants to the Investor that:
- •AssetCo is a duly incorporated Nigerian company with the power and authority to issue the Bonds/Notes
- •AssetCo has good and marketable title to the solar energy assets, free and clear of all encumbrances except as disclosed
- •The solar assets are insured against material risks (damage, theft, public liability) as set out in the Contract Schedule
- •AssetCo and OpCo comply with all applicable Nigerian laws and regulations, including tax, energy, and data protection laws
- •The information provided to the Investor through the Platform is materially accurate and not misleading
- •No litigation, claim, or proceeding is pending or, to AssetCo's knowledge, threatened that would materially affect the assets or AssetCo's ability to repay the Bonds/Notes
These representations are made as of the date of investment and are renewed on each distribution date.
Investor Indemnity for Misrepresentation
The Investor represents that all information provided to Goletrik during KYC and account setup is accurate and complete. The Investor agrees to indemnify and hold harmless AssetCo and OpCo from any loss, damage, or liability arising from the Investor's misrepresentation, including providing false or inaccurate KYC information or a false or invalid TIN.
Your Rights and Obligations
Your Rights
- •Receive Coupon payments and principal amortization from the solar assets you fund
- •Receive your share of buyover proceeds if the Customer purchases the system
- •Access real-time performance and earnings data
- •Request updates on your investments
- •Withdraw earnings at any time
- •Resell your Bond/Note on the secondary marketplace (subject to marketplace terms and buyer KYC)
Your Obligations
- •Provide accurate information during KYC, including a valid TIN
- •Maintain account security and login credentials
- •Notify Goletrik of changes to your bank details or TIN
- •Accept project-specific terms as applicable
- •Acknowledge the risks set out in the Risk Disclosures section
Limitation of Liability
Cap on Liability
To the maximum extent permitted by law, the total aggregate liability of AssetCo and/or OpCo (as applicable) to any Investor for any and all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of distributions actually paid to that Investor in the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Indirect Damages
In no event shall AssetCo or OpCo be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, loss of revenue, loss of business, or loss of goodwill, whether arising in contract, tort (including negligence), or otherwise.
No Guarantee
Nothing in this Agreement constitutes a guarantee by AssetCo or OpCo of any return, principal repayment, or investment performance. The Investor bears the investment risk as set out in the Risk Disclosures section.
Contract Schedule — Variable Commercial Terms
IPA Contract Schedule
Fee Structure
- •O&M Reserve: 11.775% of the net service fee (admin-configurable)
- •Platform Management Fee: 3.225% of the net service fee, inclusive of 7.5% VAT (admin-configurable)
- •Investor Share: 85.0% of the net service fee (admin-configurable)
- •VAT: 7.5% on the service fee, remitted to FIRS
Bond Valuation Parameters
- •Benchmark: FGN Green Bond (trailing four-quarter average)
- •Risk Premium: 2.0% (default, admin-configurable)
- •O&M Premium: 1.55% (default, admin-configurable)
- •Amortization: 30% of the investor share of service fees amortizes principal each month; 70% covers the Coupon
Buyover Fees
- •Consumer Fee: 1.075% of the Buyover Base (inclusive of 7.5% VAT)
- •Owner Fee: 3.225% of the Buyover Base (inclusive of 7.5% VAT), deducted from owner proceeds
WHT Rates
- •Investor with valid TIN: 10% WHT on distributions and buyover proceeds
- •Investor without valid TIN: 20% WHT on distributions and buyover proceeds
Maturity
- •Standard maturity: 10 years from project activation
- •Renewal: If the Customer renews, the investment continues under renewal terms
The terms in this Schedule may be updated by written notice to the Investor. Updates to the bond valuation parameters (Benchmark Rate, Risk Premium, O&M Premium) reflect prevailing market conditions and are published on the Platform.
Interpretation
This Agreement shall be read and interpreted in conjunction with the Goletrik Help Articles published on the Platform, which provide guidance on the practical application of the terms herein. In the event of any inconsistency between this Agreement and the Help Articles, the express terms of this Agreement shall prevail.
Entire Agreement
This Agreement, together with the Contract Schedule, the Privacy Policy, and the Platform Terms of Use, constitutes the entire agreement between the Investor and AssetCo with respect to the subject matter herein, and supersedes all prior or contemporaneous understandings, communications, representations, and agreements, whether written or oral.
Amendment
AssetCo may amend this Agreement from time to time. Material amendments (changes to the nature of the investment, investor protections, or dispute resolution) will be notified to the Investor via the Platform or by email at least thirty (30) days before the effective date, and will require the Investor's consent. Variable commercial terms in the Contract Schedule may be updated by written notice without formal amendment to this Agreement body.
Assignment
The Investor may not assign, transfer, or sublicense this Agreement or the Bond/Note except through the secondary marketplace or with the prior written consent of AssetCo. AssetCo may assign or transfer its rights and obligations under this Agreement to an affiliate (including OpCo) or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, without the Investor's consent.
Notice
Goletrik may provide notices to the Investor via the Platform, by email to the registered email address, or by SMS to the registered phone number. The Investor may provide notice to Goletrik by email to goletrik@zetl.ng.
Electronic Signature and Acceptance
By selecting "I Agree" during the IPA acceptance flow, the Investor acknowledges having read and understood this Agreement, including the Risk Disclosures. Electronic acceptance has the same force and effect as a handwritten signature under applicable Nigerian law.
Governing Law & Dispute Resolution
Governing Law
This Agreement is governed by the laws of the Federal Republic of Nigeria.
Dispute Resolution — Arbitration
Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall first be addressed by the parties in good faith through amicable negotiation for a period of thirty (30) days.
If the dispute remains unresolved after thirty (30) days, it shall be referred to and finally resolved by arbitration administered in Lagos, Nigeria, under the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004 (as amended). The arbitration shall be conducted before a single arbitrator appointed in accordance with the said Act. The seat of arbitration is Lagos, the language of the arbitration is English, and the award shall be final and binding on the parties.
For questions: goletrik@zetl.ng
Version 2.0 — Last updated: September 29, 2026