Contest Name: Never Surrender Unsigned Artist Contest (the “Contest”)

Lions Gate Music, Inc., its subsidiaries and affiliated companies (collectively described herein as the "Company"), will conduct the Contest substantially as described in these rules, and by participating, each entrant agrees as follows:

Description of Contest/Participation.

Dates of Contest: The Contest will be conducted beginning April 14, 2009 through June 30, 2009 (the “Contest Period”), deadline for submissions will be 11:59 p.m. PST on June 15, 2009.

Entry Guidelines

After creating the audio entry for submission into the Contest (the “Entry” or “Entries”), you may upload and submit it at the Contest website. Your Entry will then be considered in a competition against all of the other Entries submitted.
Each Entry must be an MP3 file, no larger than 10 MB.

How to Enter

VALID ONLY IN THE UNITED STATES. Void where prohibited.

To submit an Entry, you must complete the on-line submission form. Deadline for submission is 11:59 p.m. PST on June 30, 2009. Artists and bands are permitted to submit more than one original composition. In the event that the same song is submitted, the first submissions will be retained and the additional duplicates will be omitted from the competition.

Warranty
By submitting an Entry you warrant and represent that (1) the Entry is an original work, created solely by you or your band, and it does not infringe on any third party’s intellectual property rights, including copyrights, trademarks or other proprietary or personal rights; and (2) the Entry is your or your band's own original work (this means you or your band recorded it and wrote it in its entirety and it contains no sampled or replayed material or material otherwise created by someone who is neither you nor your band). You warrant and represent that the Entry does not contain defamatory, inaccurate, abusive, obscene, profane, sexually oriented, or threatening material. The Company reserves the right to remove any Entry that it deems to be in violation of these Official Rules, including but not limited to this
Warranty.

Conditions on Participation

By participating, you understand and agree (a) to be bound by these Official Rules; (b) as between you and the Company, that the decisions of the Company is final on all matters relating to the Contest; (c) you are not participating on behalf of a third party; (d) the Lions Gate Submission Agreement requires that you do not grant ownership rights to the Entry to any third parties, and that you do not enter into certain exclusive agreements for your creative music services with any third parties, until the end of the Contest Period; and (e) if you are a party to any third party agreement with a record label, production company, publishing company or any other third party, such agreement cannot interfere with your participation in this Contest and/or receipt of the prizes awarded nor will you enter into an agreement with any entity that would grant or transfer any rights in the Entry or any existing or yet to be created, musical recordings, phonorecords or original musical compositions written or recorded by you until the end of the Contest Period.

If selected as the Grand Prize Winner or Runner-Up, the above conditions will continue in accordance with the terms of the Lions Gate Submission Agreement. [Please Click here to read the Lions Gate Submission Agreement]

All Entries and registrations become the property of the parties as described in the Lionsgate Submission Agreement, in which you have agreed to prior to submitting an Entry into the Contest. Entries will be considered void if they are in whole or in part illegible, incomplete, damaged, irregular, altered, counterfeit, produced in error, forged, mechanically reproduced or obtained through fraud or theft.

Ownership in Entry

You and your band must agree to the Lions Gate Submission Agreement prior to submitting an Entry into the Contest. The Company urges you to read and understand this agreement as you are relinquishing certain rights to the Entry and its ownership rights. [Please Click here to read the Lions Gate Submission Agreement]

Publicity Release

You agree to grant to the Company all rights to use any Entry that you submit on your own behalf or on behalf of your band, and the image, likeness, voice, name and photograph in correlation with the Entry in any publicity or advertising relating to the Entry or the website and the Contest, without compensation or approval (except where prohibited by law). Additionally, where allowed by law, you agree that Company may disclose demographic and/or similar information obtained from you to third parties and use such information for marketing and other purposes.

Winner Selection

A panel of judges, provided by the Company, will judge all Entries received (the “Elimination Panel”). The Elimination Panel will select up to 500 Entries. Selected artists will not be notified of such selection/progression in the Contest.

A panel of celebrity judges, provided by the Company, will judge all Entries provided by the Elimination Panel (the “Selection Panel”). The Selection Panel will select one winner of the Contest (the “Grand Prize Winner”). The Grand Prize Winner will be notified by Lionsgate via telephone and/or e-mail. If a winner cannot be contacted from the information provided on the on-line submission form, the Company reserves the right to select another winner in its sole discretion. All decisions of the judges are final.

The Selection Panel may also select up to three (3) second place finishers (the “Runners-Up”). One or more of those Runners-Up may be selected by Lionsgate to have their respective Entries included in commercial ventures of Lionsgate, including but not limited to a future soundtrack album released by the Company. However, Lionsgate may or may not opt to use, and is under no obligation to use the Runners’-Up Entries for such commercial ventures, as described in the Lionsgate Submission Agreement. [Please Click here to read the Lions Gate Submission Agreement].
Prize(s).

The prize(s) that will be awarded to the Grand Prize Winner is:

A grand prize package consisting of:

• The Entry featured in the next Grindstone mixed martial arts home video release.
• Set of tshirts from Tapout.

Prizes Provided by: Lionsgate/TBD. The Lionsgate motion picture, Never Surrender, is currently scheduled for DVD release on April 28, 2009, subject to change, in Lionsgate’s sole discretion.

Prizes are non-transferable, not redeemable for cash and not exchangeable for any other prize.

Winner Notification

The Company will notify the Grand Prize Winner promptly following the end of the Contest Period. The potential Grand Prize Winner will be notified by telephone and/or e-mail. The Grand Prize Winner must respond within seven days of such notification. The Company, its affiliates, parent, and subsidiary companies, employees, agents, officers and directors, advertising and Contest agencies, and their respective officers, directors, employees and their respective agents will not be liable for unsuccessful efforts to notify any potential Grand Prize Winners.

If the potential Grand Prize Winner declines the grand prize, fails to claim the grand prize, fails to meet the requirements for fulfillment of the grand prize, fails to abide by the Official Rules, or is ineligible, the Company may select a new Grand Prize Winner for the Contest.

Eligibility and Limitations.

Entrants, winner(s) and guests, if applicable, must be legal U.S. residents at least 18-years old as determined by the Company. Additionally, you or any member in your musical group must not be under any third party agreement with a record label, production company, publishing company or any other third party who might interfere with your participation in this Contest and/or receipt of the prizes awarded. Employees of Lionsgate Entertainment, its subsidiaries and affiliated companies and members of the immediate family of any such persons are not eligible to participate and win. The term “immediate family” includes spouses, siblings, parents, children, grandparents, and grandchildren, whether as “in-laws,” or by current or past marriage(s), remarriage(s), adoption, co-habitation or other family extension, and any other persons residing at the same household whether or not related.

Delivery Disclaimer.

Entrants are restricted to the use of ordinary and typical computer equipment and Internet access. The Company disclaims all liability for the inability of a entrant to complete or continue an Entry due to equipment malfunction, busy lines, inadvertent disconnections, acts beyond the Company’s control, or otherwise. The Company disclaims any liability for entries not received due to technical difficulties or transmission errors. The Company disclaims all liability for any delays, mis-delivery, loss, or failure in the delivery of any item sent by mail, courier, express, electronic transmission, or other delivery method. The Company is not responsible for mechanical, technical or electronic communications; telephone, computer, hardware or software errors; malfunctions or failures of any kind, including: failed, incomplete, garbled or delayed transmission of online entries, traffic congestion on telephone lines, the Internet or at any website or lost or unavailable network connections which may limit a user’s ability to participate in the Contest, and any injury or damage to entrant’s or any other person’s computer related to or resulting from participating in or downloading any information necessary to participate in the Contest.

Release.

Winner assumes all liability for use of the prize(s). By participating, each entrant and winner waives any and all claims of liability against the Company, its employees and agents, the Contest’s sponsors and their respective employees and agents, for any personal injury or loss which may occur from the conduct of, or participation in, the Contest, or from the use of any prize(s). In order to receive a prize, entrants must sign an official waiver form provided by the Company.

Taxes.

Any valuation of the prize(s) stated above is based on available information provided to the Company, and the value of any prize(s) awarded to a winner may be reported for tax purposes as required by law. Each winner is solely responsible for reporting and paying any and all applicable taxes and paying any expenses associated with any prize(s) which are not specifically provided for in the Official Rules. Each winner must provide the Company with valid identification and a valid taxpayer identification number or social security number before any prize(s) will be awarded. Prizes are not transferable, redeemable for cash or exchangeable for any other prize. Any person winning over $600 (Six Hundred Dollars) in prizes from the Company will receive an IRS form 1099 at the end of the calendar year and a copy of such form will be filed with the IRS.

Conduct and Decisions

By participating in the Contest, entrants agree to be bound by the decisions of Company personnel. Persons who violate any rule, gain unfair advantage in participating in the Contest, or obtain winner status using fraudulent means will be disqualified. Unsportsmanlike, disruptive, annoying, harassing or threatening behavior is prohibited. The Company will interpret these rules and resolve any disputes, conflicting claims or ambiguities concerning the rules or the Contest and the Company's decisions concerning such disputes shall be final. If the conduct or outcome of the Contest is affected by human error, any mechanical malfunctions or failures of any kind, intentional interference or any event beyond the control of the Company, the Company reserves the right to terminate this Contest, or make such other decisions regarding the outcome as the Company deems appropriate. All decisions will be made by the Company and are final. The Company may waive any of these rules in its sole discretion. ANY ATTEMPT BY A CONTESTANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY CIRCUMVENT, DISRUPT OR DAMAGE ORDINARY AND NORMAL OPERATION OF THIS CONTEST, TELEPHONE SYSTEMS OR WEBSITE, OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, COMPANY RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PARTICIPATE TO THE FULLEST EXTENT PERMITTED BY LAW.

Miscellaneous.

Each winner must submit proof of eligibility and sign the Company’s release form to claim the prize(s). No purchase necessary to participate or win. Purchase does not increase chance of winning. Void where prohibited. Odds of winning depend upon the number of entrants. The Company may substitute prizes, amend the rules or discontinue the Contest at any time as posted on the website. The Company disclaims any responsibility to notify entrants of any aspect related to the conduct of the Contest. For a copy of the rules, or, where required by law, a list of winners, please send your request within 30 days of the end of the Contest Period by mail with a stamped, self-addressed return envelope with contest name and addressed to: Lionsgate Music, 2700 Colorado Blvd. Santa Monica, CA 90404 subject line: Lionsgate Never Surrender Contest. All entries must be submitted via the Contest website.

Compliance with Law.

The conduct of the Contest is governed by the applicable laws of the United States of America, which take precedence over any rule to the contrary herein. Company shall follow the applicable laws for conducting contests, including notice to the state attorney general or consumer affairs office, posting of a prize bond, furnishing lists of winners, running specific disclaimers, providing specific written information about the Contest, etc. as required by local and state law.