EXPLANATORY MEMO OF FUNDRAISING THROUGH A BANKING INSTRUMENT

SBLC TYPE (STANDY LETTER OF CREDIT) ISSUED BANK TO BANK VIA SWIFT MT760 TRANSMISSION

The different stages of fundraising from issuing of the BCL by the Beneficiary, to the negotiation, preparation, finalization of the Contracts
(Leasing contract of the instrument and Monetization Agreement of the said instrument),
from the execution until the reception of the Funds (LTV%) on the respective bank account of the Parties at the end of the various predefined
operations audits Contract and Agreement are as follows.

SBLC (Standby Letter of Credit), what is it?

The SBLC is a legal commitment by means of which a bank (issuing bank) acts as guarantor towards another bank (receiving bank),

on behalf of a Third Party (Client), for the payment of a given amount (nominal value) in favor of an entity (Beneficiary) at the end of a
certain determined period (maturity) at the end of which the payment of an amount concurrent with its nominal value will be made for the
benefit of those entitled. Assignable, transferable, irrevocable, divisible and unconditionally callable at maturity
The SBLC constitutes financial security whose essential role is to cover the risk of a default in payment.

Monetization of an SBLC, what is it?

The monetization of the SBLC is a process of liquidation by transfer of the rights, interests and financial advantages attached to it, and
simultaneous conversion of the nominal value of the instrument into legal currency [EUR/USD] for the profit of its Beneficiary. The amount of
this monetization is set, after discount, in proportion to its nominal value [LTV (Loan to Value)] r epresentin g th e amou nt of F unds
rais ed which in pr inciple is witho ut reco ur se, accor ding to th e terms of the Monetization Agreemen t.

This process is carried out by effect of acquisition or rental, assignment and transfer of the instrument to the receiving bank by means of;
either by secure bank mail, or via SWIFT transmission of the MT760 type for the benefit of a monetizer [Acquirer/User and Final beneficiary]
authorized to use the instrument with responsibility for returning it to the issuing bank at the end of its maturity.

Leasing an SBLC, what is it?

The lease of an SBLC can be defined as a legal agreement by which a party owner [lessor] of said SBLC makes this instrument available to a
lessee [Beneficiary] by assigning and transferring to the latter all the rights, interests and financial benefits attached to it in return for a rent
[rental fees generally fixed in proportion to its face value] over a certain period of time [rental period]. Based on the fact that at the end of this
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period, the instrument, subject to the options included in the lease contract, will be returned to the lessor, in accordance with the regulations
governing the matter. The provision or delivery or transfer of the SBLC to the Beneficiary is made either by secure bank mail, or by means of
SWIFT transmission of the MT760 type or any other means accepted by the parties concerned.
STAGE 1 :
1. 1. We confirm for all intents and purposes that the BENEFICIARY is not subject to any prepayment of any penny either at the start
or during the transaction.
2. The only and exclusive costs are the rental costs of the SBLC payable to the PROVIDER but only after issuing, receipting,
verification, authentication and bank to bank confirmation of the instrument by the receiving bank (NOT BEFORE). And the
payment of these fees [12% of the nominal value of the instrument] is at the charge of the bank of the MONETIZER who commit
itself, as recipient/end user of the instrument, to pay 63% of its nominal value to the BENEFICIARY as clearly specified in the
Contract and this commitment of payment of 12% [rent of the SBLC] will be made by the bank of the MONETIZER by means of
SWIFT MT799 Transmission [POF/ RWA] towards the issuing bank and therefore will guarantee the BENEFICIARY regarding the
proper performance of the Contract. The Funds raised will be distributed and transferred directly to each of the Parties as follows:
 Supplier/ Lessor of the instrument (PROVIDER) = 12% of the rental/lease costs of the instrument.  Lessee/ Tenant
  Lessee/Lessee of the SBLC (BENEFICIARY) = 51% of the face value of the said instrument.

3. Therefore, as specified above, on the basis of the Monetization Agreement signed in good and due form with the Monetizer, the
Magnetizer’s bank issues a SWIFT MT799 (POF/ RWA) to the issuing bank guaranteeing payment of the instrument rental fee (12%
of its face value) instead of the BENEFICIARY [see the text of the Verbiage in the Draft Monetization Agreement attached for this
purpose see APPENDIX B (POF/RWA)] and consequently the payment of said rental fees will de facto be the responsibility of the
MONETIZER's bank.
4. However, before the steps mentioned above, the "Ticket to enter" for the person interested in our services to raise funds is the BCL
issued by its bank which certifies that he has a cash deposit. An equivalent amount of more than 12% relating to the nominal value
of the first tranche of the instrument which is 10,000,000.00 [TEN MILLION EUR] the amount of 1,200,000.00 [ONE MILLION TWO
HUNDRED THOUSAND EUR] actually available on the BENEFICIARY's bank account and reserved for the payment of the SBLC
rental fees after, reception on the bank account designated by the BENEFICIARY, verification, authentication and confirmation of
the said SBLC. Of course, it is this same bank account that is supposed to monetize the instrument and from which the Funds are
transferred to the BENEFICIARY on the basis of the Monetization Agreement previously signed and exchanged with the
MONETIZER.

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 5. Therefore, at some point in the transaction, the responsibilities of the BENEFICIARY's bank that issued the BCL will be transferred
to the MONETIZER's bank from the issuance of the SWIFT MT799 POF/ RWA, guaranteeing therefore the effective payment of the
rental fees of the SBLC.
6. In conclusion, it is clear that the presentation of the BCL responds to a kind of an imperative preconditions to obtain the approval
of the BENEFICIARY's instrument rental request, that conferring on it the qualification of legitimate BENEFICIARY of banking
instrument having the financial capacity required for the settlement of the agreed Rent and as a result of which the issuing bank
will have to establish a bank to bank commitment for the benefit of the said BENEFICIARY.

IMPORTANT:
1. 1. The above statements are recorded in the Rental Agreement and the Monetization Agreement which will be signed and exchanged on the one
hand between the BENEFICIARY and the PROVIDER and on the other hand between the BENEFICIARY and the MONETIZER and above
all between the BENEFICIARY and our Platform. It is understood that all these Contracts and Agreements will be
verified, analyzed and validated by the banks involved in the various operations referred to in these Contracts
and Agreements (issuing bank of the Provider and the receiving Bank of the Monetiser).
2. 2. For the issuance of the BCL, in the event that the BENEFICIARY's bank is located in Africa, and given that the
BCLs issued by African banks are not accepted in the transaction, then the BENEFICIARY must ask his domiciliary bank
to request his correspondent bank based in Europe [Euro zone, Switzerland, United Kingdom] to issue said BCL in favor of his
Client [the BENEFICIARY].
3. The BCL must be accompanied by an ATV Letter [Authorization To Verify Letter] and the business card of each of the two (2) banking officers who signed the BCL.

I. DESCRIPTION OF THE BANKING INSTRUMENT:

The banking instrument subject of the transaction as it will be described (always in English in the Instrument Rental Agreement) as
follows:
1. Description Bank Guarantee/ StandBy Letter of Credit Cash Backed-ICC 600 Format
2. Type As Per The Format Set Out In [Exhibit C] / [LEASED INSTRUMENT]
3. Validity/Term ONE (1) YEAR AND ONE (1) DAY (With Possible Renewable)
4. Age FRESH CUT/ NEW TO BE ISSUED
5. Coupon Rate ZERO PERCENT (0%)
6. Currency LAWFUL CURRENCY OF THE EUROPEAN UNION (EUR(€)
7. Issuing Bank HSBC UK/ BARCLAYS UK
8. Total Face Value 500,000,000.00 (FIVE HUNDRED MILLION EUR) WITH ROLLS & EXTENSION
9. First Tranche 10,000,000.00 (TEN MILLION EUR)
10. 2Nd Tranche 25,000,000.00 (TWENTY FIVE MILLION EUR)
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11. Third Tranche 65,000,000.00 (SIXTY FIVE MILLION EUR)
12. 4Th Tranche 200,000,000.00 (TWO HUNDRED MILLION EUR)
13. 5Th Tranche 200,000,000.00 (TWO HUNDRED MILLION EUR)
14. Subsequent AS PER AGREED BETWEEN PARTIES
Tranche
15. Monetization 10% (TEN PERCENT) OF BG/SBLC FACE VALUE NET TO LESSOR/ PROVIDER
Rate
16. Commission 2% (TWO PERCENT) OF BG/SBLC FACE VALUE TO PARTIES BOTH SIDE AGENTS
Fee
17. Delivery Mode MT799 PRE-ADVICE/ MT760 BG/SBLC
18. Payment UNCONDITIONAL SWIFT MT103 WIRE TRANSFER SAME DAY VALUE
Terms
19. Hard Copy BANK BONDED COURIER 7 BANKING DAYS UPON PAYMENT OF THE BG/SBLC LEASING COST

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 II. DESCRIPTION OF THE TRANSACTION :
The Monetization component of the transaction (rental / lease assignment / transfer and monetization of banking instrument) as it
will be presented in the Monetization Agreement) as follows:
1. Instrument BANK GUARANTEE/ STANDBY LETTER OF CREDIT (BG/SBLC) CASH BACKED I.C.C 600 FORMAT
Description
2. Type AS PER THE FORMAT SET OUT IN [EXHIBIT C] [LEASED INSTRUMENT]
3. Validity/Term ONE (1) YEAR AND ONE (1) DAY
4. Age FRESH CUT/ NEW TO BE ISSUED
5. Coupon Rate ZERO PERCENT (0%)
6. Currency LAWFUL CURRENCY OF THE EUROPEAN UNION (EUR(€)
7. Issuing Bank HSBC UK/ BARCLAYS UK
8. Total Face Value 500,000,000.00 (FIVE HUNDRED MILLION EUR) WITH ROLLS & EXTENSION
9. First Tranche 10,000,000.00 (TEN MILLION EUR)
10. 2Nd Tranche 25,000,000.00 (TWENTY FIVE MILLION EUR)
11. Third Tranche 65,000,000.00 (SIXTY FIVE MILLION EUR)
12. 4Th Tranche 200,000,000.00 (TWO HUNDRED MILLION EUR)
13. 5Th Tranche 200,000,000.00 (TWO HUNDRED MILLION EUR)
14. Subsequent AS PER AGREED BETWEEN PARTIES
Tranche
15. Monetization 63% (SIXTY THREE PERCENT) OF BG/SBLC FACE VALUE NET TO ASSIGNOR NON-RECOURSE
Rate
16. Commission 2% (TWO PERCENT) OF BG/SBLC FACE VALUE TO PARTIES BOTH SIDE AGENTS
Fee
17. Delivery Mode MT799 PRE-ADVICE/ MT760 BG/SBLC
18. Payment UNCONDITIONAL SWIFT MT103 WIRE TRANSFER SAME DAY VALUE
Terms
19. Hard Copy BY BANK BONDED COURIER 7 BANKING DAYS AFTER LTV PAYMENT

STAGE 2:
1. After reception and transmission to the PROVIDER of the BCL + CIS / KYC of the BENEFICIARY, we receive the package of
documentation necessary for the transaction from the PROVIDE to submit them for the approval / signature of the BENEFICIARY.
STAGE 3:
1. The BENEFICIARY analyzes/approves, completes and signs said documentation to return it to the Platform in order to submit it to the
PROVIDER and MONETIZER for approval.

STAGE 4 :
1. RENTAL OF THE INSTRUMENT BY THE BENEFICIARY / ISSUANCE OF SAID INSTRUMENT BY THE PROVIDER:

a) The PROVIDER analyzes the documents provided and carries out a Due Diligence concerning the BENEFICIARY.

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b) If the Documentation is correctly completed and the Due Diligence is also positive, then the PROVIDER submits the Rental Agreement
as well as the BCL and any other documentation to the Compliance Department of its bank [issuing bank] for approval.
c) After approval by his bank, the PROVIDER completes, signs and returns the RENTAL AGREEMENT in PDF format to the BENEFICIARY
including the passport copy of the authorized signatory, the commercial register of the company as well as their bank details at the
issuing bank from which the bank will issue the instrument
d) d) Upon receipt of the Contract countersigned by the PROVIDER, the BENEFICIARY verifies the information and other data given by the
PROVIDER as set out in the Contract and then also performs Due Diligence concerning the PROVIDER.

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 2. TRANSFER OF THE INSTRUMENT BY THE BENEFICIARY / MONETIZATION BY THE MONETIZER :

a) The MONETIZER analyzes the Monetization Agreement (BANK INSTRUMENT MONETIZATION DEEP OF AGREEMENT) as well as the
other documents submitted to him, and also performs Due Diligence concerning the BENEFICIARY.
If the Documentation is correctly completed and the Due Diligence is also positive, then the MONETIZER submits the Monetization
Agreement and other Documents to the compliance department of its receiving bank for monetization approval.
b) After approval by the MONETIZER's bank of the Monetization Agreement, the MONETIZER completes, signs and returns the said
Agreement in PDF Format to the BENEFICIARY including the passport copy of the authorized signatory, the commercial register of his
company as well as the coordinates of the bank account of the MONETIZER at the receiving bank and for which the PROVIDER will
issue the instrument in return for the Funds targeted by the transaction [63% of the nominal value of the instrument for the benefit of
the Parties [the BENEFICIARY and any other party involved in the transaction, in particular our Platform and the intermediaries at the
origin of the relationship between our Platform and the BENEFICIARY].
e) Upon reception of the countersigned Monetization Agreement from MONETIZER, the BENEFICIARY verifies the information and other
data from MONETIZER as set out in said Agreement and then in turn conducts Due Diligence concerning the MONETIZER.
STAGE 5 :
1. Each Party (BENEFICIARY, MONETIZER, PROVIDER and our Platform) will send a copy of the signed Agreement and/or Contract to
their bank in order to execute/Transmit SWIFT Messages predefined in said Contract and Agreement on behalf of their Client
(Signatory Parties).
III. TRANSACTION PROCESS :

1. After having countersigned the Instrument Rental Agreement, the PROVIDER instructs its issuing bank to send a SWIFT Message Type
MT799 (PRE-ADVICE) to the receiving Bank [MONETIZER bank account designated by the BENEFICIARY to receive the instrument
based on the Monetization Agreement signed with the MONETIZER].

A Copy of the SWIFT MT799 will be transmitted to the RECIPIENT and to the MONETIZER for all legal purposes.

2. After receipt and authentication of the PRE-ADVICE, the MONETIZER bank will respond by issuing a SWIFT Message Type MT799
(POF/RWA) to the Issuing Bank guaranteeing payment of the instrument rental fee.
3.
A Copy of SWIFT MT799 will be sent to the BENEFICIARY and the PROVIDER for all legal purposes.

4. After receiving and authenticating the POF/RWA, the issuing bank of the PROVIDER sends a SWIFT Message Type MT760 (meaning
SBLC) to the receiving bank [MONETIZER bank account designated by the BENEFICIARY for receive the instrument].
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 A Copy of SWIFT MT760 (SBLC) will be forwarded to RECIPIENT and MONETIZER for all legal purposes.

5. Five (5) Banking Days after receipt by the MONETIZER bank of the SWIFT MT760 (meaning the instrument (SBLC) followed by its
authentication and confirmation, then the MONETIZER bank makes the payment/transfer of the Funds according to the amount
agreed upon by the Parties, meaning the equivalent of 63% the face value of the instrument in cash via SWIFT MT103 (WIRE
TRANSFER) for the benefit of each Party involved in the transaction [PROVIDER, BENEFICIARY bank account, that of the PLATFORM
and intermediaries].
A Copy of the SWIFT MT103 as well as any other required document will be sent to the BENEFICIARY and the PROVIDER for all
legal purposes.

TO KEEP IN MIND:
1. The duration of the first installment of the rental, transfer and monetization of the first Instrument is 10,000,000.00 EUR and is 21 Banking Days
from the date of issue of the BCL by the Beneficiary. And the interval between the first tranche and the Second Tranche and the other
subsequent tranches is 11 Banking Days including the duration of 21 Days mentioned above.
2. It is the BCL provided by the BENEFICIARY which constitutes the keystone of all the transactions covered by the collaboration between the different
Parties because this is what makes it possible to carry out the fundraising operation by accomplishing the following
a) Have the PROVIDER approve the BENEFICIARY's request for the leasing of a bank instrument;
b) Allows you to obtain and validate the Rental Contract / Lease of the instrument from the PROVIDER,

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 c) Trigger the SWIFT MT799 (PRE-ADVICE) to be issued by the issuing bank of the PROVIDER to the receiving bank of the MONETIZER as stipulated in the Instrument Lease
Agreement as well as the Monetization Agreement.

3. It is therefore the SWIFT MT799 (PRE-ADVICE) indicated above, issued by the issuing bank of the PROVIDER, which initiates all the predefined
transactions in the various Agreements and Contracts signed between the Parties, BENEFICIARY, PROVIDER, MONETIZER and our Platform)
previously validated by the services of the issuing bank of the PROVIDER and also that of the MONETIZER without which approvals none of the
transactions contemplated herein will be futile. A n d g i v e n t h a t i t i s t h e P R O V I D E R ' s b a n k w h i c h w i l l b e t h e f i r s t t o c o m m i t t o t h e
o p e r a t i o n b y i s s u i n g a S W I F T ( i n t h i s c a s e o f t h e M T 7 9 9 t y p e ) preceding the target instrument [meaning the SBLC] via SWIFT
MT760 to the receiving bank of the MONETIZER [designated by the BENEFICIARY], this is why the PROVIDER requires the BCL. Better, the
instrument will be issued and the payment will only be effective after receipt, verification, authentication and confirmation by the receiving bank of
the MONETIZER before the payment of said fees by the MONETIZER which will transfer the Funds/LTV63%. In fact, it is as if the instrument is issued “on
Credit” for which the BCL acts as a security which guarantees the payment of this Credit [“rental fees (12%)”].

IV. TRANSFER OF FUNDS (REIMBURSABLE) / FUND DISTRIBUTION KEY BETWEEN THE PARTIES:

At the end of this operation, the BENEFICIARY will therefore receive Funds of an amount equal to 63% of the face value of each tranche
of instrument issued and received by the receiving bank of the MONETIZER in accordance with the Monetization Agreement. And these
Funds (refundable) will be distributed, paid, and transferred simultaneously by the Monetizer's bank at the same time for the benefit of
the respective bank accounts of the Parties to the transaction according to the agreements that bind these Parties.

V. AMOUNT OF FUNDS (REIMBURSABLE) :

[Either; nominal value of the first tranche of instrument = EUR 10,000,000.00 (see table of figures below)]
For the first tranche of instrument, the amount of funds to be granted by the Monetizer is 63% of its nominal value, meaning =
6,300,000.00 EUR, supposed to be distributed as follows.

VI. RENTAL/LEASE FEES:

[Either; nominal value of the first tranche of instrument = EUR 10,000,000.00 (see table of figures below)]
The Rental/Lease Fee of the instrument (12% of its nominal value) is = 1,200,000.00 EUR.
Of course, this amount will be deducted from the total amount of the Funds (63% of the face value of the instrument) meaning =
6,300,000.00 EUR

VII. AVAILABLE BALANCE:

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 [Either; nominal value of the first tranche of instrument = EUR 10,000,000.00 (see table of figures below)]
The available balance is 51% of the nominal value of the instrument, meaning = 5,100,000.00 EUR intended to be distributed
between the Parties (the Beneficiary and our Platform) according to the distribution key below.

VIII. RATIO / DISTRIBUTION KEY:

[Either; nominal value of the first tranche of instrument = EUR 10,000,000.00 (see table of figures below)]
Amount available = 5,100,000.00 EUR divided between the Parties as follows:
 PARTIE BÉNÉFICIAIRE : 60% des de la valeur faciale de l’instrument.
 (Soit = 3,060,000 EUR)
 PARTY REPRESENTED BY M. KOKORA: 40% of the face value of the instrument.
 (Meaning = 2,040,000 EUR).

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 IX. TABLE OF FIGURES :
DURATION OF THE FIRST TRANCHE OF FUNDS: Twenty-One (21) Banking Days from the date of issue of the BCL by the Beneficiary.

DURATION OF LIFTING OF THE SECOND AND One (11) Banking in the 21 Day period mentioned above
SUBSEQUENT TRANCHES : days included
] RATIO [KEY DISTRIBUTION OF FUNDS
RAISED (60/40%)]
VALUE BY AMOUNT OF FUNDS RENTAL FEES BALANCE BENEFICIARY PLATFORM RATIO
BY SLICE (12%) AVAILABLE RATIO (40%)
NUMBER OF SLICE/ SBLC A (51%) (60%)
INSTALLME (100%) LIFT/LTV (63%)
Nt
1st €10,000,000.00 €6,300,000.00 €1,200,000.00 €5,100,000.00 €3,060,000.00 €2,040,000.00
installment
2Nd €25,000,000.00 €15,750,000.00 €3,000,000.00 €12,750,000.00 €7,650.000.00 €5,100,000.00
installment
3rd €65,000,000.00 €40,950,000.00 €7,800,000.00 €33,150,000.00 €19,890,000.00 €13,260,000.00
installment
4th €200,000,000.00 €126,000,000.00 €24,000,000.00 €102,000,000.00 €61,200,000.00 €40,800,000.00
installment
5th €200,000,000.00 €126,000,000.00 €24,000,000.00 €102,000,000.00 €61,200,000.00 €40,800,000.00
installment
TOTAL €500,000,000.00 €315,000,000.00 €60,000,000.00 €255,000,000.0 €153,000,000.0 €102,000,000.00
0 0

NON-INTERFERENCE OF THE PARTIES IN THE TRANSACTIONS / PROHIBITION OF PAYMENT OF ADVANCE FEES:

1. It should be noted that all operations derived from the transactions referred to in the Contracts and
Agreements mentioned above are organized and governed by international banking regulations and are executed
exclusively bank to bank without any interference of any kind from any person whatsoever outside the Parties Principals (PROVIDER,
BENEFICIARIE and MONETIZER) who communicate with each other, through the Platform, only by means of official letters or
correspondence on Letter ahead paper duly signed/stamped by hand and in BLUE INK. Since it is understood that signatures/stamps copied/pasted and/or in
images and/or scanned are not permitted.
2. Each correspondence letter issued and/or received by each Party must be sent to each party's bank to be attached to the Contracts and
Agreements that are already housed therein as an appendix and/or update to said Contracts and Agreements.
3. Each bank manages and guarantees the interests of its Client, in accordance with the terms and conditions stipulated in the corresponding
Contracts and Agreements.
4. No payment of any amount is requested from the BENEFICIARY before, during and after the operation apart from its obligation to provide a BCL ,
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 under the conditions explained above and to transfer 40% of the Funds Raised/LTV (refundable) to the Platform for each fund raised.

[End of memo] Thank you for your attention!

If you need additional details, please send your comments or questions by email and send them to us or contact the local Platform
Representative at the contact details below.

RECORD'S HOLDING LLC

Mr LOUKOU Moise
+225 0 506 298 409
E-mail : lukuwinner7@gmail.com

Warning: This document is not a contract or agreement, let alone a memorandum of understanding. This is a memo communicated for
explanatory purposes according to the basic conditions and methods of collaboration of the Platform of services in charge of intervening
between the different actors (Beneficiary, Provider and Monetiser) for the conduct of fundraising operations
The information described there does not fall under a commercial marking objective intended to convince a given target but rather an
obligation of communication and transparency on our working methods and above all on the possible level of risk involved in any financial
transaction of this type. Available only on request, this memo may be updated without notice with the sole obligation of notification by whom it
may concern.

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