THE JASON MRAZ “I WONT GIVE UP” CONTEST — OFFICIAL RULES

The Jason Mraz “I Won’t Give Up” Contest (the "Contest") is sponsored by Atlantic Recording Corporation, 1290 Avenue of the Americas, 28th Floor, New York, NY 10104, (“Atlantic”) (the "Sponsor"), and promoted and operated through Atlantic recording artist Jason Mraz’s website located at www.JasonMraz.com (the "Contest Site"). The Contest begins on February 6, 2012 at 6:00 p.m. Eastern Time ("ET") (the "Start Date"), and ends on February 20, 2012 at 5:59 p.m. ET (the "End Date") (such period, the "Contest Period"). BY ENTERING OR OTHERWISE PARTICIPATING IN THE CONTEST, ALL ENTRANTS AND OTHER PARTICIPANTS AGREE TO ABIDE BY THESE OFFICIAL RULES, WHICH ARE FINAL AND BINDING ON ALL MATTERS PERTAINING TO THIS CONTEST.

1. ELIGIBILITY AND REGISTRATION TO PARTICIPATE IN THE CONTEST.

a. Eligibility in General. NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS CONTEST. The Contest is open to any individual who is, as of the Start Date, (i) a legal resident of one of the fifty (50) United States or the District of Columbia, EXCLUDING ARIZONA AND COLORADO, and excluding Puerto Rico, U.S. Virgin Islands, and all other United States territories (the "Eligibility Area") and (ii) are at least the age of 18 years of age. VOID OUTSIDE OF THE ELIGIBILITY AREA AND WHERE OTHERWISE PROHIBITED BY LAW (certain states may impose additional eligibility restrictions). Misrepresentation of age, upon discovery by Sponsor, will disqualify the applicable participant. Employees, officers, directors, shareholders, agents, and representatives of Sponsor, Warner Music Inc., and their respective affiliates (including without limitation, for Sponsor and Warner Music Inc., their respective labels and artists (including the Atlantic Records label)), CanvasPop subsidiaries, licensors, and advertising and promotional agencies (the foregoing entities, the "Contest Entities") and the immediate family members and members of the same households of any such employees, officers, directors, shareholders, agents, and representatives, are not eligible to participate in the Contest in any manner except as otherwise expressly provided herein (e.g., as non-Entrant individuals judging Entries during specific stages of the Contest) or to win any prize. Sponsor reserves the right, at any time and in its sole discretion, to refuse to allow any individual to participate or continue to participate in the Contest, or to disqualify any individual it suspects to be tampering with the entry process or the operation of the Contest, or the Contest Site; to be in violation of any terms and conditions governing the use of the Contest Site (collectively, "Terms of Use") or any privacy policies governing the submission of information through the Contest Site (collectively, "Privacy Policy"); to be in violation of these Official Rules; to be acting in bad faith, or in a non-sportsmanlike or disruptive manner; or to be annoying, abusing, threatening, or harassing any other person. ANY ATTEMPT TO DELIBERATELY DAMAGE THE CONTEST SITE OR TAMPER WITH OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF THESE OFFICIAL RULES AS WELL AS CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES FROM ANY RESPONSIBLE PARTICIPANT(S) TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION CRIMINAL PROSECUTION. By participating in the Contest in any manner, you agree to be bound by these Official Rules and by all decisions of Sponsor, which decisions shall be final and binding in all respects. Sponsor reserves the right to disqualify any Entrant (as defined herein) if, in Sponsor’s sole discretion, such Entrant is ineligible, unable, or unwilling to continue his or her participation in the Contest.

b. How to Participate in the Contest. Beginning on the Start Date, individuals may log on to the Contest Site, read the Contest rules and instructions, including, without limiting, (1) Taking a photo that best represents what “I Won’t Give Up” means to you and (2) posting the photograph on Instagram with the hash tag “#IWONTGIVEUP” as instructed to enter the Contest (each such participant, an “Entrant”). By submitting an Entry to the aforementioned Hash Tag, the Entrant is confirming that they have read and agree to comply with these official rules and all other contest requirements. Each participant who wishes to enter the Contest will, in order to be eligible to participate in the Contest as an Entrant, be required to comply with the instructions on the Contest Site; By participating in the Contest, an Entrant is affirmatively indicating his or her acknowledgement and acceptance of these Official Rules, and all other terms and conditions governing the Contest Site, at the time of participation. Joint entries may be accepted but all persons included in the entry should be at least the age of majority in their state of residence. Any attempt to enter the Contest more than the number of times permitted herein by using multiple/different email addresses, identities, registrations or logins, or by any other means, may void all such participant's Entries, and such participant may be disqualified. In the event of a dispute as to the origin of an Entry, the authorized account holder of the email address, twitter account, instagram account, etc. (as applicable) used to participate as the applicable Entrant will be deemed to be the Entrant. Potential Winners (defined below) may be required to show proof of being the authorized email address account holder, as determined by Sponsor in its sole discretion.

2. THE CONTEST.

a. Determining the Winners. Starting February 20, 2012 and ending on or about February 24, 2012 (such period, the "Winner Determination Period"), Sponsor and/or its designees (who may or may not include Jason Mraz, subject to availability) (the "Judges") will review all eligible Entries for conformity to the rules. On or about February 24, 2012 Sponsor will select (fifty) 50 Entries based on the criteria of creativity, originality and aesthetic value (each in Sponsor’s sole discretion) (“Potential Winners”). Notwithstanding the foregoing, Sponsor reserves the right to select less than 50 Potential Winners if there are not a sufficient number of Entries that meet the Entry requirements as determined in Sponsor’s sole discretion. Sponsor reserves the right to not award any prize if, in its sole and absolute discretion, it does not receive a sufficient number of eligible and/or qualified Entries. Sponsor may, in its sole discretion, contact each Potential Winner and require any such Potential Winner to submit to a background check to help ensure that such Potential Winner's continued participation in the Contest will not, in Sponsor’s sole discretion, damage the Contest or otherwise reflect adversely on the Contest Entities; require such Potential Winner to answer additional questions or participate in additional screening procedures; require such Potential Winner to sign consent forms, releases; and/or disqualify any Potential Winner who is unable or unwilling to do or provide any of the foregoing (“Clearance Process”). Without limiting the foregoing and only if applicable, each Potential Winner who is a minor in his or her state of residence will be required to have his or her parent or legal guardian affirm in writing such Potential Winner's acknowledgement and agreement to the Official Rules, in order to continue to participate in the Contest. Sponsor reserves the right to provide an independent third party (the "Auditing Entity") with all Entries submitted by each Potential Winner in order that such Auditing Entity may examine such Entries and confirm, subject to its and Sponsor's discretion, that the Entries comply with these Official Rules. In the event that any Potential Winner elects to end his or her participation in the Contest, is unable to participate further in the Contest for any reason, or is, in Sponsor’s sole discretion, deemed to be ineligible to participate, Sponsor reserves the right to select alternate Potential Winner(s) in its sole discretion.

b. Judging the Winners and Determining the Winner. Judges will choose fifty (50) Entries by fifty (50) different Entrants (based on criteria including creativity, originality, and aesthetic value), and such Entries will be deemed Potential Winning Entries (the “Potential Winning Entries”). Those Entrants that submitted the Potential Winning Entries will be deemed Potential Winners as described in paragraph 2(a). Subject to Sponsor’s determination of the eligibility of the Winner(s) and subject to these Official Rules, the first twenty-five (25) Potential Winners who complete the Clearance Process (including submitting a fully completed Affidavit of Eligibility and Release) will be named a “Grand Prize Winner” and the remaining twenty-five (25) Potential Winners will be named second place winners (the “Second Place Winners”). (The Grand Prize Winners and Second Place Winners are sometimes collectively referred to herein as “Winners”). The Winner’s Entries may be made available for public viewing via the Artist’s Official Website on or about March 8, 2012, in Sponsor’s sole discretion. In connection therewith, no amounts or other consideration shall be due to Entrant for any exploitation of the Winning Entry. The Winners will be awarded their respective Prizes (described below). NO ENTRANT WILL BE DEEMED TO BE A WINNER, OR WILL BE AWARDED ANY PRIZE, UNLESS AND UNTIL SUCH ENTRANT'S ELIGIBILITY HAS BEEN VERIFIED BY SPONSOR IN ITS DISCRETION, ENTRANT HAS BEEN NOTIFIED THAT SUCH VERIFICATION IS COMPLETE, AND ENTRANT HAS COMPLIED WITH ANY SPONSOR REQUIREMENTS (INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN SECTION 2(c) BELOW).

c. Prize. PLEASE REVIEW THIS PARAGRAPH FOR IMPORTANT INFORMATION ON MINORS AND INDIVIDUALS UNDER 18. Prize for each Winner (the "Prizes"): Grand Prize Winners will receive a prize pack, which will include one (1) 20 ft x20 ft canvas of their Entry printed by CanvasPop and signed by Jason Mraz and such canvas will be displayed in a gallery event in New York City on March 8, 2012 which will be attended by Jason Mraz (“Gallery Event”). Additionally, the Grand Prize Winner will be invited to attend the aforementioned Gallery Event in New York City on March 8, 2012. Each of the Second Prize Winners will receive an invite to the Gallery Event with as well as one (1) coupon for $30 off a purchase from CanvasPop. The approximate value of the prizes is $139.00 USD for the each Grand Prize Winner and $30.00 per Second Place Winner. The total approximate value for all Prizes in the Contest is is $4,225.00 USD. All taxes (including without limitation federal, state, and local taxes) on or connected with the Prize, if any, and the reporting consequences thereof, and any other costs, fees, and expenses not explicitly stated herein, if any, are the sole responsibility of each of the Winners respectively. Additionally each Winner who plans to attend the Gallery Event must provide their own transportation to and from New York and the Gallery. Each Winner must complete Sponsor’s Winner verification process and/or execute and return an Affidavit of Eligibility and a Liability/Publicity Release within a period of time dictated by Sponsor. If any Winner is a minor in his or her state of residence (if applicable), the Prize will be awarded on the Winner's behalf to the Winner's parent or legal guardian, who must execute any releases and other documentation required by Sponsor (including without limitation the Affidavit of Eligibility and the Liability/Publicity Release described above). Prize may not be endorsed, transferred or substituted, except at the Sponsor’s sole discretion. Specifics of the Prize are in Sponsor’s sole discretion. In the unlikely event that any portion of the Prize is cancelled, undeliverable, or unable to take place for any reason, Winner agrees that Sponsor has no further obligations to Winner other than delivery of the remainder of the Prize (if any), and no other additional compensation will be provided. In the event that Winner (including, for any Winner who is a minor in his or her state of residence, his or her parent or guardian) is unable to comply with the terms and conditions set forth in these Official Rules (including without limitation this Section 2(c)), Sponsor reserves the right to deem such individual ineligible and to select a new Winner (or Winners) from among the remaining Entrants.

3. MISCELLANEOUS.

a. General; List of Winners; License. Sponsor’s failure to enforce any provision of these Official Rules shall not constitute a waiver of such provision. All federal, state, and local laws and regulations apply. After the end of the Contest Period, the names of the Winners may be posted to the Artist’s Official Website, and/or to another Sponsor-affiliated site or service. In addition to any other grants that may be granted in any other agreement entered into between Sponsor and the Winner or any other Winner, where permitted by law, each such individual agrees to grant to Sponsor, the Contest Entities, and their respective licensees, affiliates, and assigns, the right to print, publish, broadcast, and use, worldwide in any media now known or hereafter developed, including but not limited to the world wide web, at any time or times, such individual's name, photograph, portrait, picture, voice, likeness and biographical information as news or information and for advertising and promotional purposes without additional consideration; and further without such additional compensation, appear for, or provide biographical information for use in, any presentation or other activity which may include filming/audio/video/electronic or other recordings and/or interviews, as may be determined from time to time by Sponsor in its sole discretion; and upon request, each such individual will provide written consent to the foregoing uses. For a list of Winners (available after March 1, 2012), please send a self-addressed stamped envelope to the Jason Mraz “I Won’t Give Up” Contest — Winners List, c/o Atlantic Records, 1290 Avenue of the Americas, New York, NY 10104, attn: Than Nguyen. Queries must be postmarked no later than March 15, 2012.

b. Disclaimer and Limitation of Liability. The Contest Entities make no warranties, and hereby disclaim any and all warranties, express or implied, concerning any prize furnished in connection with the Contest. The Contest Entities are not responsible for any incorrect or inaccurate information, reviews, ratings, rankings, or other materials, whether caused or created by authorized web site users, by tampering or "hacking," or by any of the equipment, software, or programming related to the Contest Site or the Contest, and assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, or unauthorized access to the Contest Site, or any Entry. Additionally, the Contest Entities are not responsible for any cancellation or postponement of any aspect of the Prize. Although Sponsor attempts to ensure the integrity of the Contest, Entrants acknowledge that Sponsor is not responsible for the actions of Entrants or other participants in connection with the Contest, including Entrants' or others' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity, or proper conduct of the Contest. Sponsor is not responsible for injury or damage to Entrants' or to any other person's computer, other equipment, or person in connection with participation in the Contest, or downloading materials from or using the Contest Site. If, for any reason, the Contest is not capable of continuing as planned by reason of damage by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical limitations or failures, strikes, industry conditions, marketplace demands, or any other causes which, in the sole opinion of Sponsor, could corrupt, compromise, undermine, or otherwise affect the administration, security, fairness, integrity, viability, or proper conduct of the Contest, Sponsor reserves the right in its sole discretion to modify these Official Rules and/or to cancel, terminate, modify, or suspend the Contest. IN NO EVENT WILL THE CONTEST ENTITIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING OUT OF YOUR ACCESS TO AND USE OF THE CONTEST SITE, THE STREAMING, DOWNLOADING, AND/OR PRINTING OF MATERIALS FROM THE CONTEST SITE, INSTAGRAM SITE, CANVASPOP SITE, SPONSOR’S OR ANY THIRD PARTY'S REMOVAL FROM THE CONTEST SITE OF OR DISCONTINUATION OF ACCESS TO ANY ENTRIES OR OTHER MATERIALS, THE ACCEPTANCE, POSSESSION, USE, OR MISUSE OF ANY PRIZE AWARDED IN CONNECTION WITH THE CONTEST, OR ANY HARM RESULTING THEREFROM. WITHOUT LIMITING THE FOREGOING, THE CONTEST, ALL ENTRIES, AND ALL OTHER MATERIALS PROVIDED ON OR THROUGH THE CONTEST SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

c. Dates and Deadlines. Because of the unique nature and scope of the Contest, and because of the complexity of the technology underlying the administration of the Contest, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise related to the Contest.

d. Release and Indemnification. BY PARTICIPATING IN THE CONTEST, ENTRANT: (A) RELEASES AND HOLDS SPONSOR, WARNER MUSIC INC., JASON MRAZ, ATLANTIC RECORDS LABELS, CANVASPOP, INSTAGRAM, INDIVIDUALLY AND AS A GROUP, AND ALL OTHER CONTEST ENTITIES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, LOSSES, COSTS, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES); ("LOSSES") OF ANY KIND ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THE CONTEST OR PARTICIPATION IN ANY CONTEST-RELATED ACTIVITY (INCLUDING WITHOUT LIMITATION THE REMOVAL FROM THE CONTEST SITE OF, OR DISCONTINUATION OF ACCESS TO, ANY ENTRIES OR OTHER MATERIALS), OR RESULTING DIRECTLY OR INDIRECTLY FROM ACCEPTANCE, POSSESSION, USE, OR MISUSE OF ANY PRIZE AWARDED IN CONNECTION WITH THE CONTEST, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, DEATH, AND/OR PROPERTY DAMAGE, AS WELL AS CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, AND/OR INVASION OF PRIVACY; AND (B) INDEMNIFIES AND HOLDS HARMLESS SPONSOR, WARNER MUSIC INC., ATLANTIC RECORDS, JASON MRAZ, CANVAS POP, AND ALL OTHER CONTEST ENTITIES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES FROM ANY AND ALL LOSSES (AS DEFINED ABOVE) OF ANY KIND THAT MAY BE ASSERTED AGAINST OR INCURRED BY ANY CONTEST ENTITIES AT ANY TIME IN CONNECTION WITH THE ENTRIES, OR OTHERWISE RELATING TO ENTRANT'S PARTICIPATION IN THE CONTEST, INCLUDING WITHOUT LIMITATION CLAIMS CONCERNING THE INFRINGEMENT UPON OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS.

e. Arbitration. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES ARISING UNDER OR RELATING TO THESE OFFICIAL RULES OR THIS CONTEST, THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. In the event of any dispute arising out of or in connection with these Official Rules or the Contest, such dispute shall be submitted to arbitration to be administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures"), as amended by these Official Rules. The Supplementary Procedures are currently available online at http://www.adr.org (click on the link labeled "Rules," and then click on the link labeled "Supplementary Procedures for Consumer-Related Disputes"). The arbitrator shall not have the power to impose punitive damages. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in the County of New York in the State of New York, United States of America. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves the confidentiality of Company's trade secrets and other confidential information. Each party hereby waives any and all rights and benefits which it might otherwise have or be entitled to under federal law or the laws of New York or any other state to litigate any such dispute in court, it being the intention of the parties to arbitrate, according to the provisions of these Official Rules, all such disputes. The arbitrator's decision shall be controlled by the terms and conditions of these Official Rules and any other agreements you may enter into with Sponsor in connection with the Contest, shall be final and binding, and shall provide for each party to bear its own costs of arbitration and attorneys' fees. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY. The award rendered by the arbitrator may be confirmed and enforced in any court of competent jurisdiction. If either party shall fail to appear at a hearing on the date designated in accordance with the rules of the American Arbitration Association, or shall otherwise fail to participate in the arbitration proceeding, the arbitrator is hereby empowered to proceed ex parte. In the event of any dispute concerning the Contest, your sole and exclusive remedy shall be to seek damages pursuant to an arbitration authorized by this Section 4(e). For any claim for equitable or injunctive relief, you agree to submit to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York, and you waive any jurisdictional, venue or inconvenient forum objections to such courts. IF YOU DO NOT AGREE TO THESE REQUIREMENTS (OR ANY OTHER PROVISION OF THESE OFFICIAL RULES), YOU CANNOT PARTICIPATE IN THE CONTEST.

f. Governing Law. The Contest and these Official Rules are governed by and shall be construed in accordance with the laws of the State of New York, United States of America, without regards to its principles of conflicts of law. For any dispute not subject to arbitration according to Section 4(e) above, you irrevocably agree to personal jurisdiction by the federal and state courts located in the County of New York in the State of New York, United States of America, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Further, in any such dispute, under no circumstances will you be permitted to obtain awards for, and you hereby irrevocably waive all rights to claim punitive, incidental, or consequential damages, or any other damages, including attorneys' fees, other than your actual out-of-pocket expenses (i.e., costs associated with participating in the Contest), and you further irrevocably waive all rights to have damages multiplied or increased. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR ENTRIES OR OTHERWISE RELATED TO THE CONTEST MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS, OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

g. Privacy. Information submitted in connection with the Contest will be treated in accordance with these Official Rules and information submitted through the Contest Site will be governed by the Sponsor’s privacy policy that is located at http://atlanticrecords.com/privacy-policy/ provided that in the event of any conflict between these Official Rules and such privacy policy, the terms and conditions of these Official Rules shall prevail. Specifically and without limitation, Sponsor reserves the right to communicate with any Entrant about his or her Entry, and because of the potential critical nature of such communications to the operation of the Contest, Entrant will not be permitted to "opt out" of receiving such communications.

h. Headings. Headings and captions are used in these Official Rules solely for convenience of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official Rules or any provision hereof.

i. Non-Endorsement. The use of any non-Sponsor trademarks, service marks, logos, or other marks in connection with this Contest or any prize is not meant by Sponsor to imply the endorsement of the respective owner(s) of such marks, or any affiliation of the respective owner(s) of such marks with the Contest Site or the Contest.

j. Interpretation. In the event of any conflict between any information provided on the Contest Site regarding the Contest (such as a "F.A.Q."), on the one hand, and these Official Rules, on the other, these Official Rules shall govern.