BAND AGREEMENT

This Agreement is made and entered into this 1st day of March, 2021 in Muntinlupa City
by and among:

Emerlito Lacandazo, of legal age, Filipino, married, with address at Blk

1, Lot 55, Siena Villas, Bacoor, Cavite, hereinafter referred to as “Emer”;

– and –

Gerard Albert Panlilio XXVII, of legal age, Filipino, single, with address
at Blk 16, Lot 20, Soldiers Hills, Muntinlupa hereinafter referred to as “Gerard”;

– and –

Aaron Aquino, of legal age, Filipino, single, with address at 1004,

Sparrow St., Camella Homes 2, Putatan, Muntinlupa, hereinafter referred to as
“Aaron”;

– and –

Mel Mark Pardo, of legal age, Filipino, single, with address at 7504 Cruz
Comp., San Isidro, Paranaque, hereinafter referred to as “Mel”;

WITNESSETH

WHEREAS, Emer, Gerard, Aaron, and Mel heretofore been and are conducting business
as a band under the name of “Galaxy Lodge”, under which each of the Parties has been sharing
in the profits and losses in the percentage described herein; and

WHEREAS, the Parties desire to continue conducting their business as a band and to
commit their agreement to writing;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, it is

hereby agreed as follows:

1. NAME OF BAND: The Parties shall operate and conduct business under the name
of, “Galaxy Lodge” (the “Band”).

2. TERM: This Agreement shall commence on March 1,2021 and shall continue
thereafter until dissolved in any manner provided herein.

3. PLACE OF BUSINESS: The principal office and place of business of the Band shall
be located at Muntinlupa or such other place as the Parties may from time to time designate.

4. PURPOSE: The purpose of the Band is for the Parties to engage in the
entertainment, amusement, music, recording and publishing industries ("the entertainment field")
as the musical group known as “Galaxy Lodge” including, without limitation, recording commercial
phonorecords, performing personal appearances, exploiting and merchandising the names (both
legal and professional), likeness, sobriquets and biographical materials ("Merchandising Rights")
of each Partner, either individually or collectively as members of the Band, and all other present
and future activities of the Parties and the Band in the entertainment field during the term of this
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Agreement. The Parties shall render their services in the entertainment field on a non-exclusive
basis to the Band. However, it is specifically understood and agreed that the copyrighting and
exploiting of original musical compositions heretofore or hereafter composed by any Party
individually or jointly with any other Party or Parties or any other person shall not be within the
scope of this Agreement, and the Band shall have no right or claim to the ownership or to any
monies received by any Party which are attributable to the publishing and/or writing of such
musical compositions.

5. DUTIES: Each Party agrees to devote his time and attention to the affairs of the Band
and to fully perform any and all activities unanimously agreed upon by the Parties.

6. CONTRIBUTION: (a) All of the instruments, musical, sound and video equipment
owned by each Party and used in connection with the activities of the Band shall continue to
belong to such Party according to such Party's present ownership therein, but during the term of
this Agreement, during which such Party shall remain a member of the Band, the Band shall be
entitled to the full use thereof, free of expenses, except for insurance and repairs. All other
instruments, musical and/or video equipment hereafter acquired in connection with the Band
activities shall be paid for form the Band monies and shall be deemed additional capital of the
Band.

(b) Additional Capital: Whenever it is determined by the unanimous approval of the

Parties that the capital of the Band is likely to become insufficient for the conduct of the Band
business, the Parties shall make additional capital contributions in the proportions in which such
Parties are then entitled to share in the profits of the Band.

(c) Failure to Make Capital Contributions: If any Party fails to make any contribution
to the Band's capital at the time and in the amount required by this Agreement, any other Party
may, at his sole discretion, loan money to said defaulting Party on such terms as may be agreed
upon by the Parties or, in the alternative, may withdraw his own capital contribution and instead
lend money to the Band pursuant to Clause 7 below.

(d) Withdrawals of Capital: No Party may withdraw capital from the Band without the
unanimous agreement of the Parties.

7. LOANS TO BAND: Any loans to the Band (whether from the Parties or from
unrelated third parties) shall be payable by the Band on such terms as the parties thereto shall
mutually agree, may bear reasonable interest and shall constitute an obligation of the Band which
shall be prior to the return of capital or any distribution provided herein.

8. DIVISION OF PROFITS AND LOSSES: The Parties shall share equally in all of the
profits, losses, rights and obligations of the Band. Should any Party at any time bear or satisfy a
disproportionate share of financial obligations of the Band, such Party shall be entitled to
reimbursement from the other Parties proportionately out of the sums otherwise distributable to
them as members of the Band.

9. DISTRIBUTION OF PROFITS: (a) Net profits shall be distributed in cash to the

Parties from time to time, but only as expressly authorized by the unanimous consent of the
Parties. The aggregate amounts distributed to the Parties from the Band's profits shall not,
however, exceed the amount of cash available for distribution, taking into account the Band's
reasonable working capital needs as determined by the unanimous vote of the Parties.

(b) For the purpose of this Agreement, "net profits" as used herein shall mean all
income, commissions, royalties, bonuses, payments (other than repayment of loans), dividends,
stock bonuses, interests or monies of any kind or nature paid to the Band or to any Party (except
as provided in Clause 4 above) as a result of the Band's or any Party's activities in the
entertainment field after deducting the sum total of all reasonable salaries, management and
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agency fees, rent, promotional costs, travel costs, office expenditures, telephone costs,
accounting and legal fees, entertainment costs and any and all legitimate Band expenses
incurred by the Band while conducting Band business.

(c) The Parties shall be entitled to draw from time to time against the net profits of the
Band so credited to their respective accounts in such amounts which may be agreed upon the
unanimous consent of the Parties. Any profits distributed in accordance with the foregoing shall
be less any sum which any Party may have previously drawn on account thereof, and if it is
determined that any Party shall have drawn out more than his share of the profits, such Party
shall immediately repay the excess to the Band.

(d) No Party shall receive any salary, bonus or goods or other assets of the Band in
excess of that received by any other Party, except upon the unanimous vote of all the Parties (or
as may be provided for elsewhere in this Agreement).

10. MANAGEMENT: Each Party shall have on vote on all matters to be decided by the
Band and shall have the right to participate equally in the control, management and direction of
the business of the Band. A unanimous or two-thirds vote of the Parties shall be required to
adopt any Band decision, especially in the following matters:

(a) Making any amendment to this Agreement, except an amendment by operation of

law, in the event of a death of a Party. Said Party's right to vote on any Band matter shall
terminate with his death.

(b) Making any expenditure on behalf of the Band.

(c) Borrowing money in the Band's name or making, executing, delivering or

guaranteeing any commercial paper, compromise or release of debts owing to the Band.

(d) Selling, leasing, assigning, transferring, pledging, compromising, licensing or

otherwise encumbering any Band claim, debts or Band property.

(e) Entering into, making, executing and/or delivering any contracts or agreements to
hire or agree to hire any person or persons to manage the Band (and, if so voted, such
designation and delegation shall be irrevocable during the engagement of such manager except
by a unanimous vote of the Parties.

(f) Determining that a Party is under permanent disability, that a Party shall be expelled
from the Band or that a Party shall be added to the Band as described more fully herein.

(g) The engagement by any Party in any activity and/or enterprise in the entertainment
field other than in connection with the Partnership (except as expressly provided herein).

(h) Dispose of the good will of the Band business.

(i) Engage in any act which will make it impossible to carry on the ordinary business of
the Band.

(j) Pledge or transfer in any matter any interest in the Band except to another Party.

11. SONGWRITING & CREATIVE DIRECTION: In decisions regarding songwriting,

composition and lyric writing, Emer will have full creative control. The other parties are
encouraged to submit songwriting (melody or lyrics) or any suggestions for improvement subject
to Emer’s approval. All parties will have collaborative freedom with regards to arrangement,
recording and production. In areas outside songwriting and production (e.g. imaging, branding,
visual arts), a unanimous or two-thirds vote will be required.
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12. MEETINGS OF PARTNERS: Upon reasonable notice, a majority of the Parties may,
from time to time, elect to call a meeting of the Band at any reasonable time at the Band's
principal place of business. In such event, any and all expenses incurred by the Parties in
attending such meeting shall be borne solely by each said Party unless a majority of the Parties
agree otherwise.

13. NEW PARTNERS: A new member may be admitted to the Band but only with the
unanimous written consent of the Parties. A new member shall be admitted only if he executes
an agreement with the Band under the terms of which such new member agrees to be bound by
all of the provisions hereof, as amended, as if a signatory hereto. Unless expressly agreed upon
by the unanimous voted of the Parties, such new member shall have no interest whatsoever in
the Band apart from the limited right to be known as a member of the Band. Such new member's
capital contribution, if any, and share of the Band's net profits and losses shall be agreed upon in
the written consent of all of the Parties approving the admission of the new member.

14. PARTY'S DEATH, DISABILITY, OR VOLUNTARY WITHDRAWAL: (a) A Party

may become disassociated from the Band by reason of his death, his disability or his resignation.
For the purposes hereof, the term "disability" shall include, without limitation, the inability of a
Party to render the services described herein for a continuous period of six (6) months. If a Party
retires from the Band, he shall give thirty (30) days prior written notice of such resignation to each
to the other Parties. A Party (or, in the event of disassociation by death, his executor or personal
representative) who is disassociated shall be entitled to receive an amount equal to his
proportionate share of the new worth of the Band as of the date of his disassociation, but he shall
not be entitled to any of the earnings of the Band received thereafter (nor shall he have any
interest in the Band name, nor shall he be subject to any of the liabilities of the Band incurred
thereafter; provided, however, such Party shall be entitled to receive a pro rata or other agreed
share of any royalties earned from the exploitation of any phonorecord recorded hereunder and
embodying his performances as and when such royalties are actually received by the Band, less
his pro rata or other agreed share of any expenses. It is hereby agreed by the Parties that for the
purposes of determining the new worth of a disassociating Party, the Band Name shall be valued
at all times at P__________.

(b) The net worth of the Band shall be determined as of the date of disassociation by an
accountant selected by the remaining Parties other than the Band's regular accountant, and other
than the personal accountant of any Party, which accountant shall be familiar with the music
industry. The accountant shall make said determination in accordance with generally accepted
accounting practices and principles, taking into consideration, among other factors, the fair
market value of the assets of the Band (other than the Band Name), its liabilities (including the
disassociated Party's entitlement to future record royalties as provided in Subclause (a)
hereinabove), its past profits and losses. In the event of voluntary resignation, the determination
of said accountant shall be final. However, if the disassociated Party or his legal representative
should disagree with the accountant's determination in the event of disassociation for any other
reason, the disassociated Party or such representative may within thirty (30) days after receipt of
the accountant's determination submit the issue of the fair market value of the Band to arbitration
in the Philippines, under the applicable laws. Unless the remaining Party(ies) elect to pay the
disassociated Party's share of the value of the Band sooner, said share (including interest on the
unpaid balance at the rate of __________ percent (___%) per annum accruing from said date of
final determination) shall be payable in ___________ equal monthly installments commencing
one month following the date of the final determination of said net worth; provided however, that
if said share is in excess of ______________ Pesos (P__________) but less than
______________ Pesos (P__________), the remaining Party(ies) may elect to pay same in
__________ equal monthly installments.

15. DISSOLUTION: (a) This Agreement shall terminate, and the Band shall be
dissolved, upon the first to occur of the following events:
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(i) The written agreement of all the Parties to dissolve the Band; or

(ii) By operation of law, except as otherwise provided herein. The addition of a new
member (as provided in Clause 12 hereof) or the disassociation of a Party (as
provided in Clause 13 hereof) shall not terminate the Agreement, and it shall
remain in full force and effect among the remaining Parties.

(b) Upon termination of the Band, the Band's receivables shall be collected and its
assets liquidated forthwith (except as provided in Subclauses (d) and (e) below). The proceeds
from the liquidation of the Band assets and collection of the Band receivables shall be applied in
the following order:

(i) First, to the expense of liquidation and debts of the Band other than debts owing
to any of the Parties;

(ii) Next, to the debts owing to any of the Parties, including debts arising from loans
made to or for the benefit of the Band, except that if the amount of such proceeds
is insufficient to pay such debts in full, payment shall be made on a pro rata
basis;

(iii) Next, in payment to each Party of any financial capital investment made by him in
the Band belonging to him, except that if the amount of such proceeds is
insufficient to pay such financial capital investment in full, payment shall be made
on a pro rata basis;

(iv) Next, in payment to each Party on a pro rata basis of any of such proceeds
remaining.

(c) The Parties shall execute all such instruments for facilitating the collection of the
Band receivables and liquidation of the Band assets, and for the mutual indemnity or release of
the Parties as may be appropriate.

(d) Any property, including, but not limited to, the Band Name and all rights and interest
in contracts, agreements, options, choses in actions and Merchandising Rights, owned or
controlled by the Band at the time of dissolution from which income is being derived shall not be
sold, but shall be retained and distributed in the manner hereinafter set forth. After the payments
provided for in Clause 14(b)(i), (ii) and (iii) have been made in full, any such property owned by
the Band and the continuing earnings received as a result of the exploitation thereof shall be
valued by an accountant selected by the Parties who is experienced in the music industry. Said
property shall then be distributed as nearly as possible, in equal shares among the Parties.

(e) Notwithstanding the foregoing, upon dissolution the Band Name shall be the joint
property of each of the Parties but shall not be used in any manner by any Party alone or with
other Party(ies) without the written consent of all the Parties.

16. ACCOUNTING: (a) Fiscal Year: The fiscal year of the Band shall be determined
by the Parties after consultation with the Bands accountant.

(b) Accounting Method: The Band books shall be kept on a cash basis.

(c) Capital Accounts: An individual capital account shall be maintained for each Party
and his capital contribution shall be credited to that account.

(d) Determination of Profit and Loss: The Band shall render yearly accountings to
each Party on the first day of March and every year during the term of this Agreement.
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17. BOOKS AND RECORDS: Proper and complete books of account of the Band
business shall be kept at the Band's principal place of business and shall be open to inspection
by the Parties or their accredited representatives at any reasonable time during normal business
hours.

18. BAND BANK ACCOUNTS: One or more Band bank accounts may be opened and
maintained by the Parties with such bank or banks as the Parties may determine and any checks
or withdrawals from or against any bank account or accounts shall be upon the signature of all
the Parties or any other person as the Parties may unanimously select; provided, however, that
such checks or withdrawals shall be subject to the approval process set out in Clause 6
hereinabove.

19. ASSIGNMENT OF PARTNERS' INTEREST: No Party, or executor or administrator

of a deceased Party, shall sell, assign or transfer all or any portion of his financial or other interest
in the Band or right to receive a share of Band assets, profits or other distributions without the
prior written consent of all of the other Parties and any such purpose sale, assignment or transfer
in contravention of the foregoing shall be null and void. The Parties acknowledge that a part of
the capital contribution of each Party is the unique personal services required to be rendered on
the exclusive account of the Band by each Party, for which no presently adequate substitute
exists; and that the other Parties are the sole and exclusive judges of the adequacy of any future
substitution.

20. MISCELLANEOUS: (a) Notices: All accountings and notices required to be given
hereunder, and notices of any action by the Band which has the effect of altering any Party's
share of profits or losses shall be given in writing, by personal delivery or by mail or by telegram
at the respective addresses of the Parties set forth above, or at such other addresses as may be
designated in writing by registered mail by any Party. Notice given by mail or by telegram shall
be deemed given on the date of mailing thereof or on the date of delivery of such telegram to a
telegraph office, charges pre-paid.

(b) Liability: The liability of the Band or the Parties arising out of any activities of the
Band shall to the extent possible be covered by appropriate policies of insurance. In the event
that any liability shall not be adequately covered by insurance, the amount of liability not so
insured against shall first be satisfied out of the assets of the Band.

(c) Indemnity: Each Party hereby indemnifies the other Party(ies) and holds such other
Party(ies) harmless against and from all claims, demands, actions and rights of action which shall
or may arise by virtue of anything done or admitted to be done by him (through or by agents,
employees or other representatives) outside the scope of or in breach of the terms of this
Agreement. Each Party shall promptly notify the other Party(ies) if such Party knows the
existence of a claim, demand, action or right of action.

(d) Successors and Assigns: Subject to the restrictions on assignments set forth in
this Agreement, the provisions of this Agreement shall be binding upon and inure to the benefit of
the heirs, executors, administrators, successors and assigns of the Band.

(e) Severability: If any term, provision, covenant or condition of this Agreement is held
to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.

(f) Gender: Wherever required in this Agreement, the singular shall include the plural,
and the masculine gender shall include the feminine and the neuter.

21. CONSTRUCTION: This Agreement shall be governed by and construed in

accordance with the laws of the Philippines applicable to contracts entered into and fully to be
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performed in the Philippines. In the event of any action, arbitration, suit or proceeding arising
from or under this Agreement, the prevailing party shall be entitled to recover reasonable
attorney's fees and costs of said action, suit, arbitration or proceeding. This is the entire
understanding of the Parties relating to the subject matter hereof and supersedes all prior and
collateral agreements, understandings, and negotiations of the parties. Each Party acknowledges
that no representation, inducements, promises, understandings or agreements, oral or written,
with reference to the subject matter hereof have been made other than as expressly set forth
herein. Each Party acknowledges that he has consulted with legal counsel of this choice with
respect to the contents of this Agreement prior to execution hereof, and has been advised by
such counsel with respect to the meaning and consequences hereof. This Agreement cannot be
changed, rescinded or terminated except by a writing signed by each of the Parties. The titles of
the clauses of this Agreement are for convenience only, and shall not in any way affect the
interpretation of any clauses of this Agreement or of the Agreement itself.

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

SIGNATORIES

Aaron Aquino Mel Mark Pardo

Aaron Mel
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ACKNOWLEDGMENT

(REPUBLIC OF THE PHILIPPINES)

________ CITY ) S.S.

BEFORE ME, a Notary Public for and in __________________, this ____ day of
____________, personally appeared the following persons:

Name Identification No. Date/Place of Issue

known to me to be the same persons who executed the foregoing Agreement consisting of eight
(8) pages including the page on which this acknowledgment is written, and acknowledged to me
that the same is their free and voluntary act and deed and of the corporations represented.

WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place above written.

Doc. No. _____;

Page No._____;
Book No._____;
Series of 2021.