1.CONTEST PERIOD: Entry into the PEPSI^® Music Lab Contest (the "Contest") starts at 12:00:00 a.m. Eastern Time ("ET") on December 14, 2021 and ends at 11:59:59 p.m. ET on January 16, 2022 (the "Entry Period"). The Contest begins on December 14th, 2021 and ends once the prize has been awarded in its entirety and all aspects of the Contest have been completed (the "Contest Period").

2.ELIGIBILITY: Open only to individual entrants who meet the following criteria (defined as "Entrants"):

• Must be a legal resident of one of the 50 United States or District of Columbia;
• Must be 19 years of age or older if residing in Alabama or Nebraska, or 18 years of age or older if residing in any other state or district;
• For the purposes of the Contest, a song must have both lyrics and music. All submitted songs must be original songs that have been written by the entrant.
• Must be amateur in the music publishing/recording industry (which is defined for purposes of this Contest as individuals who do not have a current binding recording or publishing contract);
• Must be acting alone in creating/performing Entry (as defined herein);
• Must not have any affiliation with any other beverage company before or during the Contest Period.
• Employees of PepsiCo, Inc., Pepsi-Cola Company ("Sponsor") and its bottlers, Pepsi Beverages Company, The FADER ("Administrator"), and any retailers associated with this Contest, and all of their respective parent/affiliated companies, divisions, bottlers, distributors, suppliers, and advertising/promotional/judging agencies associated with this Contest (collectively, "Sponsor and Promotion Parties") and each of their immediate family members (defined as parents, spouses, siblings and children; whether biological, adopted, step or in-law) and persons living within the same household as such employees (whether related or not) are not eligible to participate or win a prize.
• One entry per person/per email

This Contest is subject to all applicable federal, state and local laws, and is void where prohibited by law.

3.HOW TO ENTER: During the Entry Period, Entrants may visit www.pepsimusiclab.com (the "Website") and complete the following steps:

• Complete an online entry form (the "Entry Form") with all required information including Entrant's first and last name, date of birth, email address, street address, a phone number at which Entrant agrees Sponsor or Sponsor's representative may contact Entrant for reasons related to this Contest, artist name (if applicable) and the Entrant's social media handle ("Handle") for either Instagram or Twitter (the "Entry Information"). All Entry Information must remain valid throughout the Contest Period or Entrant may be disqualified. Entrant's social media account associated with the Handle provided must be set to a public setting throughout the Contest Period.
• Upload an original performance of your original lyrics/lyrical performance ("Song") in .mp3 format (up to a maximum length of 2 minutes and 30 seconds; 2:30). The Song must consist of at least two (2) verses and one (1) chorus in order to be eligible for consideration. Note: the lyrics and entire lyrical performance must be original, but you may use any beat. The performer of the Song must be the original and sole composer of the Song, who must also be the sole owner of all rights in the Song.
• Upload a video in .mp4, .mov or. vid format (maximum length sixty seconds; :60) that answers the following question: What has been the biggest barrier you have faced or are currently facing in trying to make it in the music industry? (the "Video").

The Entry Form, the Song, the Video and anything else you submit to Sponsor or Promotion Parties in connection with this Contest shall be referred to collectively herein as the "Entry."

Use of Entry: By submitting an Entry and/or being declared a winner, the Entrant does not transfer any ownership rights in the Entry to Sponsor and Entrant continues to own all rights in the Entry (see Rule 7).

4.ENTRY REQUIREMENTS: Entries must meet the following criteria, as determined solely by Sponsor, or they may be disqualified in Sponsor's sole discretion:

• Must be in English.
• May not contain obscene, lewd, defamatory, inappropriate, disparaging, offensive, racist, homophobic, or threatening content.
• May not be disparaging to Sponsor or any of the Promotion Parties.
• Must be in keeping with Sponsor's desired image.
• Must not defame or invade publicity rights or privacy rights of any person, living or deceased, or otherwise infringe upon any person's personal or proprietary rights.
• Must not copy or otherwise plagiarize or infringe on another source or use third party materials (other than that it may use third party beats, as permitted herein).
• Must be the sole, original work of the Entrant submitting the Entry (other than use of beats).
• Must include an original Song performance.
• Must not use any third party names, trademarks, logos, or brand identifiers.

Sponsor, in its sole discretion may disqualify an Entry that fails to conform with the Entry requirements.

5.MISCELLANEOUS ENTRY INFORMATION: Automated, script, macro or robotic Entries submitted by individuals will be disqualified. Any Entry that does not meet the requirements of these Official Rules will be disqualified. Any Entry determined to contain content that is flagged as a copyright infringement or as a likely copyright infringement (either by judges own expertise or by software scans, and whether or not it would be proved against Entrant as infringing in a court of law), may be disqualified by Sponsor in Sponsor's sole discretion. By participating, Entrants agree to these Official Rules and the decisions of the Sponsor/Judges (as applicable), which shall be final, binding and non-appealable in all respects.

• JUDGING: There are four phases of judging in this Contest, as following:
  1. Phase 1 Judging: Sponsor's representative will review Entries for eligibility and only Entries that meet the requirements of the Official Rules, as determined by Sponsor's representative, will pass on to Phase 2 Judging ("Eligible Entries").
  2. Phase 2 Judging: A panel of judges from The FADER will evaluate and score all Eligible Entries based on the following criteria ("Judging Criteria") with each given different weight: (i) vocal performance (40%), (ii) lyrical content of Song (25%), (iii) Song composition (arrangement and melody) (25%), (iv) answer to the question in the Video (10%). The fifteen (15) Entries from Phase 2 Judging that receive the highest scores will be named Semi-Finalists and will move on to Phase 3 Judging. In the event of a tie, the tie will be broken based on which tied Entry scored higher in their Video response.
  3. Phase 3 Judging: A panel of judges from Pepsi, The FADER, the Christopher Wallace Foundation and ShakerMaker will evaluate and score the fifteen Semi-Finalists based on the Judging Criteria, with each given different weight. The ten (10) Entries from Phase 3 Judging that receive the highest scores will be named Finalists and will move on to Phase 4 Judging. In the event of a tie, the tie will be broken based on which tied Entry scored higher in their Video response.
  4. Phase 4 Judging: A music producer selected by Sponsor will evaluate and score the ten Finalists based on the Judging Criteria, with each given different weight. The three (3) Entries from Phase 4 Judging that receive the highest scores will be named the potential winners, subject to verification (and upon verification, with be deemed the Winners). In the event of a tie, the tie will be broken based on which tied Entry scored higher in their Video response.

6.PRIZES: A total of three (3) Grand Prize Winners will be selected. Each Winner will be awarded a trip to the Pepsi Music Lab Academy to work with a producer selected by Sponsor who will work with each Winner to create a fully produced single (the "New Single") (which may or may not be based on the Song that the winner submitted in connection with the Contest, as determined by Sponsor and the producer in their sole and absolute discretion). Ownership rights of the New Single shall be as set forth in Section 7. Trip will be for five (5) days and four (4) nights including round trip coach class air transportation from major airport nearest winner's home to/from major airport near location of the academy, single occupancy standard hotel accommodations, and $200 daily, $1000 total stipend for meals/incidentals. Winner is responsible for hotel incidentals, damages, gratuities, unspecified ground transportation and all other costs/expenses not specified herein. Winner may be required to provide a credit card to cover incidentals and damage at time of hotel check in. Winner may be required to show proof of current/valid COVID vaccination and/or recent negative COVID test (as determined solely by Sponsor and by current local laws) prior to attendance at any events associated with this prize. If any portion of the Grand Prize package becomes unavailable after the departure date for the music academy, Sponsor's sole obligation will be to award the remainder of the prize package without the portion that became unavailable, with no liability for the that portion of the prize package that became unavailable.

Approximate retail value ("ARV") of each Grand Prize package: $4,370
Total ARV of all prizes available to be awarded in this Contest: $13,110

• Entries: Entries become the physical property of the Sponsor and will not be acknowledged or returned. However, the Entrant retains ownership in the underlying intellectual property rights in their Entry.
• New Single: Each winner agrees that the Winner will retain no ownership rights in the master recording rights in the New Single. Each Winner will own a percentage of the applicable publishing rights of the New Single they create at the music academy (provided that they complete a New Single at the music academy). The percentage of the publishing rights to be owned by Winner shall be determined by Sponsor in consultation with the producer of the New Single. It is anticipated that Winner will retain less than 50% of the overall publishing rights of the New Single. At Sponsor's reasonable request, Winner agrees to execute such additional documents as may be reasonably necessary in order to document Winner's rights in and to the New Single. For good and valuable consideration, including the prize awarded in this Contest, each Winner grants a non-exclusive, perpetual, unlimited, worldwide license to Sponsor and Promotion Parties, and anyone authorized by them, to display, distribute, dispose of, exploit, reproduce, host, transmit, publish, publish, publicly perform, edit, adapt, perform, modify, copy, and/or disseminate (collectively "Use") their New Single, in whole or in part, edited or unedited, in any and all media now known or hereafter developed (and agrees to waive any and all moral rights) for (i) any and all purposes related to this Contest and (ii) advertising and promotion of this Contest. Winners agree to execute any documents confirming such right and license at Sponsor's reasonable request. To the extent the owner of the master recording rights of the New Single and/or the other owners of the publishing rights of the New Single elect to enter into a separate license agreement with Sponsor for the commercial use of the New Single, the Winner agrees to enter into a substantially similar license with respect to Winner's proportionate share of the publishing rights of the New Single.

8.WINNER NOTIFICATION: Potential winners will be notified by email at the email address provided upon entry, on or about February 11, 2022 ("Winner Notification"). Potential winners may be required to sign and return, where legal, an Affidavit of Eligibility and Liability/Publicity Release, an Authorization to Conduct a Background Check (as defined below) (with Release of Personal Information) and IRS W-9 form (collectively "Prize Claim Forms"), within time frame specified in the Winner Notification or on the Prize Claim Forms, or prize will be forfeited and may be awarded to an alternate winner (chosen based on next highest score), in Sponsor's sole discretion. Sponsor is not responsible for suspended, or discontinued service or a change in the entrant's email address that may result in a potential winner not receiving the Winner Notification or any other notice or prize. In the event (i) the Winner Notification, or a prize is returned as undeliverable; (ii) the potential winner fails to respond to the Winner Notification as directed; (iii) a potential winner is determined to be ineligible or not in compliance with these Official Rules; of (iv) information in the background check reveals information that makes Sponsor uncomfortable working with or associating with a potential winner*, that potential winner may be disqualified and the prize will be forfeited and may be awarded to an alternate winner, in Sponsor's sole discretion. Allow approximately two (2) to three (3) weeks for scheduling of trip with Sponsor's trip coordinator following the winner verification; tentative academy timing is March 2-March 4, 2022, final dates are to be determined with travel required the day prior to the academy starting and the day after the academy is complete. Winners must be available March 1st-March 5th, 2022 for the academy and travel.

BACKGROUND CHECKS: As part of the Winner confirmation and verification process, Sponsor reserves the right, except where legally prohibited, to conduct background checks on a Potential Winner and any guests of Potential Winner, to the extent that a prize includes participation by one or more guests. The Potential Winners participation in this promotion constitutes Entrant’s authorization to such background checks, without Sponsor providing any additional prior notice or seeking any additional authorizations or consents from Potential Winner. Sponsor reserves the right, in its sole discretion, to disqualify any Potential Winner based on the results of such background check (or the background check of Potential Winner's guest(s), if applicable), if the Sponsor determines in its sole discretion that awarding the Prize to such Potential Winner and/or Potential Winner’s guest(s) might reflect negatively on Sponsor or any of the other Promotional Partners, or be likely to put Sponsor, any of the other Promotion Parties, or any other third-party in danger. Sponsor is not obligated to clarify, confirm or share any specific results of background check with any Potential Winner, whether the background check resulted in a disqualification or not. Factors that could result in disqualification include, without limitation, having been convicted of a felony or misdemeanor, being delinquent on a government-ordered payment, such as child support, spousal support, alimony, tax payments, etc., or any other criminal or civil offense determined at the sole discretion of Sponsor. In certain circumstances or when required by law, Potential Winner or Potential Winner's guest(s) must provide authorization and/or complete any forms reasonably required to facilitate such background check. If Potential Winner and/or Potential Winner's guest(s) fails to sign and return the required documentation within the time period specified by Sponsor, Potential Winner may be disqualified and will forfeit any claim to any to any of the prize(s). Potential Winner will not be disqualified on the basis of race, gender, sexual orientation, nationality, or status in any other protected class.

^*Factors that would result in disqualification of a potential winner include, without limitation, conviction of a felony or misdemeanor, being delinquent on a government ordered payment, such as child support, spousal support, alimony, tax payments, etc.

9.GENERAL: Prizes are not transferable and may not be substituted or redeemed for cash. In case prize becomes unavailable for any reason, Sponsor shall have no obligation to substitute a prize of equal or greater value, and prize may be subject to forfeiture. All taxes on prizes are the sole responsibility of the Winner. Unclaimed prizes may not be awarded. This Contest is governed by the laws of the United States and of the State of New York, without respect to conflict of law doctrines. Except as determined by Sponsor in its sole discretion, no substitution of prize is offered, no transfer of prize to a third party is permitted, and non-cash prizes may not be redeemed for cash value. Winner will be solely responsible for all applicable federal, state and local taxes on prize. Winner may receive an IRS Form 1099 for the retail value of the prize. Any difference between stated approximate value of prize and actual value of prize will not be awarded. Any portion of a prize not accepted by winner will be forfeited. Upon forfeiture for any reason as stated in these Official Rules, no compensation will be given. All federal, state and local laws & regulations apply. Any personal information provided in connection with entry in the Contest will only be used by Sponsor and/or Administrator to notify a potential winner and/or fulfillment of a prize and shall be subject to the Pepsi-Cola Company's Privacy Policy available at http://policy.pepsi.com/privacy.htm. Producer will also see limited personal information provided in connection with entry in the Contest such as the Entrant's name, artist name, video and song.

10.CONDUCT: By participating in this Contest, Entrants agree to be bound by these Official Rules and the decisions of the Sponsor, which shall be final and binding in all respects. Failure to comply with these Official Rules may result in disqualification. Sponsor reserves the right, at its sole discretion, to disqualify any individual found to be tampering with the play process or the operation of the Contest; or to be acting in any manner deemed by Sponsor to be in violation of the Official Rules; or to be acting in any manner deemed by Sponsor to be unsportsmanlike or disruptive, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY ATTEMPT BY A USER OR PARTICIPANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE ASSOCIATED WITH THIS CONTEST OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR AND ITS AGENTS RESERVE THE RIGHT TO SEEK DAMAGES (INCLUDING ATTORNEYS' FEES) AND OTHER REMEDIES FROM ANY SUCH PERSON OR PERSONS RESPONSBILE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW.

11.LIMITATIONS OF LIABILITY:Sponsor and Promotion Parties, and each of their parent, subsidiary and affiliated companies, and all of their employees, officers, directors, agents, contractors, prize suppliers, promotion/advertising/fulfillment agencies associated with this Contest (collectively the "Released Parties") assume no responsibility or liability for (a) any incorrect or inaccurate entry information, or for any faulty or failed electronic data transmissions; (b) any unauthorized access to, or theft, destruction or alteration of entries at any point in the operation of this Contest; (c) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, camera, computers or providers utilized in any aspect of the operation of the Contest; (d) inaccessibility or unavailability of any network or wireless service, the Internet or website or any combination thereof; (e) suspended or discontinued Internet, wireless or landline phone service; or (f) any injury or damage to participants or to any other person's computer or mobile device which may be related to or resulting from any attempt to participate in the Contest or download of any materials in the Contest. If, for any reason, the Contest is not capable of running as planned for reasons which may include without limitation, infection by computer virus, tampering, unauthorized intervention, fraud, technical failures, or any other causes which may corrupt or affect the administration, security, fairness, integrity or proper conduct of this Contest, then Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Contest in whole or in part. In such event, Sponsor shall not have any further liability to any participant in connection with the Contest. Sponsor may modify and amend these Official Rules as they may appear online from time to time during the Contest for clarification purposes without materially affecting the terms and conditions of the Contest. Sponsor makes no representations or warranties of any kind concerning the appearance, performance or safety of any prize awarded

12.WINNER RELEASES:All Entrants, as a condition of entry into the Contest, agree to release and hold harmless Sponsor and Promotion Parties, and all other Released Parties from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with submitting an entry or otherwise participating in any aspect of the Contest, the receipt, ownership or use of any prize awarded, or while preparing for, participating in or traveling to or from any prize-related activity or any typographical or other error in these Official Rules or the announcement of offering of any prize. The winner shall bear all risk of loss or damage to their prize after it has been delivered. Except for residents of Tennessee and where prohibited by law, winners grant to Sponsor the right to print, publish, broadcast and use worldwide in any media now known or hereinafter known (including without limitation use online at the Website) the winner's name, address, voice, statement, picture or other likeness, without additional compensation, for public relations, advertising and promotional purposes as may be determined by Sponsor.

13.WINNERS' LIST: For a list of the winners, send a self-addressed, stamped envelope, postmarked by February 28, 2022 to:
ATTN: PEPSI^® Music Lab Contest Winners' List
PepsiCo Inc.
700 Anderson Hill Road
Purchase NY 10577, USA

14.SPONSOR: Pepsi-Cola Company, 700 Anderson Hill Road, Purchase, NY, 10577, USA.