THE JOHN LEGEND “IF YOU’RE OUT THERE” CONTEST OFFICIAL RULES

NO PURCHASE NECESSARY. A PURCHASE WILL NOT INCREASE ENTRANT’S CHANCE OF WINNING. VOID WHERE PROHIBITED BY LAW.

ELIGIBILITY: The John Legend “If You’re Out There” Contest (“Contest”) is operated and hosted by Indaba Media, LLC (“Operator”) on the Indaba Music Website, www.indabamusic.com (“Website”). The Contest is open to individuals who are thirteen (13) years of age or older at the time of entry and who are not presently signed to any record label or publisher under any exclusive agreements and/or other contractual arrangements which prohibit or might prohibit them from participating in any element of this Contest. Employees, contractors, directors and officers of Sony Music Entertainment (“Sponsor”), Indaba Media, LLC, or any of their affiliates, distributors, or web design, advertising and promotion agencies of any of the foregoing companies involved in the administration, development, and execution of this Contest (collectively, “Contest Parties”), and the immediate family members (i.e. spouse, parent, child, sibling, grandparent, and spouse or "step" of each) of each and those living in the same households of any of the foregoing companies (i.e. persons, whether related or not, who have lived in the same residence for at least three months during the twelve-month period preceding the start date of the Contest) are not eligible to participate in this Contest. VOID WHERE PROHIBITED BY LAW OR OTHERWISE.

TO ENTER: Select audio stems (“Audio Files”) of the sound recording, “If You’re Out There” (“Recording”) featuring the performance of the recording artist, John Legend(“Artist”) will be available for Contest Entrants to download at http://www.indabamusic.com/contests/show/johnlegend. The Audio Files can be modified and/or mixed with original audio files the Entrant creates using any platform the entrant chooses, including the Session Console, an online mixing and editing tool provided by the Operator. Entrant is not required to use Audio Files; however, Entrant must submit a cover of the Recording using any and all instrumentation, including the Audio Files, musical instruments and/or vocals (“Submission”) by uploading the Submission to www.IndabaMusic.com/contests/show/johnlegend between 12:00 p.m. E.S.T. March 12, 2009 and 5:00 p.m. E.S.T. April 9, 2009 (“Submission Period”). The computer of the Operator is the official timekeeping device for this Contest. In order to download the Audio Files and to upload a Submission, Entrants must register for a membership account with the Website. Follow the online instructions at http://www.indabamusic.com/account/signup to register.

ENTRY REQUIREMENTS. No purchase is necessary to enter the Contest. By entering a Submission in the Contest, Entrants hereby warrant and represent that the Submission conforms to the Contest Submission Requirements set forth herein. Entrants agree and acknowledge that no compensation will be paid to them for any reason whatsoever including, but not limited to, entering this Contest or creating a Submission. All Submissions must be in the following file formats: MP3, AIFF, WAV; and Submissions must meet the following requirements (“Submission Requirements”), and failure to abide by the Submission Requirements is grounds for disqualification in Sponsor’s sole discretion:

Submissions must not contain material which is (or promoting activities which are) harmful, threatening, abusive, disparaging, harassing, vulgar, obscene, hateful, pornographic, gang identification, references to commercial products, license plate numbers, phone numbers, personal addresses (physical or email), Web site URLs, derogatory characterizations of any ethnic, racial, sexual or religious groups, references to illegal or inappropriate activity, behavior or conduct, or any other references that could be considered inappropriate, unsuitable or offensive, as determined by Operator in its sole discretion;

Submissions shall not defame, misrepresent or contain disparaging remarks about any persons, products or companies;

Submissions shall not contain materials which are not created entirely by Entrant or which are owned by others (including music "samples" other than the Audio Files provided through the Website);

Entrants shall not use the Audio Files in any manner or for any purpose other than for entering Contest; and

Submissions shall not be in violation of any law.

BY ENTERING A SUBMISSION, ENTRANTS ACKNOWLEDGE THAT SUBMISSIONS MAY BE POSTED ON OPERATOR’S WEBSITE, IN OPERATOR’S DISCRETION. Operator reserves the right to, and may or may not, monitor/screen Submissions prior to posting them to the Website. Entrants acknowledge that Operator and Sponsor have no obligation, jointly or separately, to use or post any Submission. By submitting a Submission, Entrants warrant and represent that: (a) the Submission is Entrant’s original work, (b) the Submission has not been previously published, (c) the Submission has not previously received awards, (d) the Submission does not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity; (e) Entrant has obtained permission from any person whose name or voice is used in the Submission and (f) exploitation, use, display or performance of the Submission via any form of media, will not infringe the rights of any third parties. Entrants shall indemnify and hold harmless, Operator and Contest Parties from any claims contrary to or in violation of these warranties and representations.

GRANT OF RIGHTS: By entering this Contest, Entrants assign away and transfer (as set forth below) any and all rights in the Submission on a worldwide, perpetual, irrevocable and royalty-free basis, for any and all purposes including, but not limited to, display, public performance, posting for streaming and/or download, making of derivative works, reproduction, distribution, and all other means of exploitation of the Submission exclusively to the Sponsor. Entrants agree that the Sponsor, shall, from inception, own all right, title and interest in each Submission (including, but not limited to, the copyrights in the sound recording) in perpetuity, free from any claims by Entrant or any other person and all such works shall be deemed "works made for hire" for the Sponsor. Entrants shall have no ownership rights or interest whatsoever in the applicable Submission and shall not commercially use or exploit the Submission in any manner whatsoever. Entrant is permitted to use the Audio Files solely for the creation of a Submission and participation in this Contest. All Submissions are licensed by the Sponsor, under the Creative Commons Attribution-Noncommercial-No Derivative Works 3.0 license. Entrants may use the Submission(s) for non-commercial purposes outside of the Contest without the permission of the Artist so long as, in connection with each non-commercial use, the Entrant makes appropriate attribution to the Artist. For more information on the Creative Commons Attribution- Noncommercial-No Derivative Works 3.0 license please see: http://creativecommons.org/licenses/by-nc-nd/3.0/

By entering this Contest, each Entrant agrees: (i) that Contest Parties have the right to use the Entrant’s Submission and Entrant’s name and likeness in any and all media in and in connection with promotion, publicity, marketing and advertising for and by Contest Parties, and in connection with this Contest or other promotions by Contest Parties as Contest Parties see fit without any further notification or compensation to or of the Entrant (ii) that Contest Parties shall have no obligation (express or implied) to use any Submission in any manner and Entrants shall not be entitled to any damages or other relief by reason of Contest Parties use or non-use of a Submission; (iii) to be bound by these official rules; (iv) that Entrants may be contacted by Contest Parties by email regarding this Contest; (v) to indemnify and hold Contest Parties harmless from any and all claims, demands, causes of action and judgments (including attorney’s fees, court costs and expert’s fees) arising out of or relating to any breach by Entrant of the terms and conditions of these rules, including any representations and warranties made herein. By entering this Contest, each Entrant agrees to sign and deliver to Contest Parties such documents as Contest Parties may reasonably require to effectuate the rights and obligations granted in these rules.

SELECTION OF WINNERS AND PRIZES: Submissions will be posted on the Website during the Submission Period, thereby allowing visitors to vote for their favorite Submissions between 5:01 p.m. E.S.T. April 9, 2009 and 5:00 p.m. E.S.T April 21, 2009 ("Voting Period"). Limit one vote per email address/ per person. Any attempt by Entrant and/or his/her family/friends to vote more than once by using multiple names or email addresses and/or any other fraudulent mechanism, as determined by Operator in its sole discretion, shall give Operator the right to disqualify Entrant in its discretion. In the event of a tie, an additional judging period will take place relating to tied Entrants, such additional judging period to be determined by Operator.

Entries received between 12:00 p.m. E.S.T. March 12, 2009 and 5:00 p.m. E.S.T. April 9, 2009 will compete against each other for the Grand Prize (as defined below). Submissions will be posted on the Website on a rolling basis during the Submission Period, thereby allowing consumers to vote for their favorite Submission during the Voting Period based on the following criteria: originality (25%), creativity (25%), concept (25%), and musicality (25%). Voting nominates the entries for Grand Prize consideration. In the event of a tie, the final standings shall be determined by which entry received the score first. The top ten (10) Submission entries, including the Grand Prize Winner, as determined by voting (“Honorable Mentions”) will each receive a signed Artist album (the “Prize”). Neither the Operator nor the Artist will be responsible for delays in delivering the Prize.

The Artist and its designated appointees will, in their sole discretion select a winner (the “Winner”) from all the Submission entries. The Winner will be selected between 5:01 p.m. E.S.T April 21, 2009 and 11:59:59 am E.S.T May 1, 2009. Winners will be posted on the Website on or after May 1, 2009. Winners may be selected from all the Submission entries, regardless of any their rank as determined by voting. Entrants acknowledge that the Contest Parties shall have no obligations, financial or otherwise, to the Winner, except for those explicitly set forth in these Official Rules.

The Grand Prize Winner will be awarded with a congratulatory phone call from the Artist and have his or her Submission streamed on the Artist’s MySpace Page and official home page.

The approximate retail value of all of the Prizes is Five Hundred Dollars ($500.00). The approximate retail value of the prizes represents Sponsor’s good faith determination. That determination is final and binding and cannot be appealed. If the actual value of the prizes turns out to be less than the stated approximate retail value, the difference will not be awarded in cash.

Winners are solely responsible for the payment of any taxes on any respective prizes. No cash equivalent or substitution of any prize is offered, except at the sole discretion of the Sponsor or Operator. Prizes are non-transferable, and non-refundable. Any winners will be notified by phone and/or e-mail and each winner may be required to complete, sign and return, within five (5) days of notification, an Affidavit of Eligibility and Liability/Publicity Release as a condition of being declared the Winner or an Honorable Mention. Each Winner will also be required to send a copy of his/her passport, driver’s license, birth certificate or other official legal or government document, as proof of age and residency. If a Winner cannot be contacted within five (5) calendar days of first notification attempt, if the prize notification is returned as undeliverable, if a Winner rejects the prize, in the event of noncompliance with these Rules, or if the Affidavit of Eligibility and Publicity/Liability Release is not properly executed, the prize will be forfeited and an alternative winner may be selected from all remaining eligible entries. If a prize, or any portion thereof, cannot be awarded for any reason, such prize will be forfeited. By participating in the Contest, Entrants release Operator, Sponsor and Contest Parties from any and all claims, damages or liabilities arising from or relating to such Entrant’s participation in the Contest, and agree to resolve any dispute individually, without resort to any class action. By accepting a prize in the Contest, the Winner and each Honorable Mention agrees that the Operator and Contest Parties shall not be liable for any loss or injury resulting from participation in the Contest, acceptance or use of any prize, or any travel related thereto. Each Winner and Honorable Mention grants permission to Operator and those acting under its authority to use his/her name, photograph, voice and/or likeness, for advertising and/or publicity purposes, as well as the Submission in any and all media now known or hereinafter invented without territorial or time limitations and without compensation. If for any reason the Contest is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Contest, Operator reserves the right, in its sole discretion, to cancel, modify or terminate the Contest. This Contest is governed by the laws of the state of New York, U.S.A. By entering, Entrants consent to the jurisdiction and venue of the federal, state and local courts located in New York, New York, U.S.A. for the resolution of any disputes.

Sponsor reserves the right to substitute a comparable prize of like or greater value for any prize, or to pay Winner a cash equivalent (the value of which shall be determined by Sponsor in its sole discretion), for any reason.

LIMITATIONS OF LIABILITY AND RELEASE: No liability or responsibility is assumed by Operator, Sponsor or Contest Parties resulting from Entrants’ participation in or attempt to participate in the Contest or downloading any information in connection with participating in the Contest. No responsibility or liability is assumed by the Operator, Sponsor or Contest Parties for technical problems or technical malfunction which may affect the operation of the Contest, including but not limited to any of the following occurrences: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent to or received; lost, late, delayed or intercepted e-mail transmissions; inaccessibility of the Website, in whole or in part for any reason; traffic congestions on the Internet or the Website; unauthorized human or non-human intervention of the operation of the Contest, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Contest, or loss, miscount, misdirection, inaccessibility or unavailability of an account used in connection with the Contest. Operator is not responsible for any typographical errors in the announcement of prizes or these Official Rules, or any inaccurate or incorrect data contained on the Website. Use of the Website is at user’s own risk. Operator and the Contest Parties are not responsible for any personal injury or property damage or losses of any kind which may be sustained to user's or any other person's computer equipment resulting from participation in the Contest, use of the Website or the download of any information from the Website. Operator is not responsible for any attempt by an Entrant or other individual to deliberately damage or undermine the legitimate operation of this Contest, including but not limited to any fraudulent claims, which may be a violation of criminal and civil laws. Should such an attempt be made, Operator reserves the right to seek remedies and damages from any such individual, to the fullest extent permitted by law, including criminal prosecution. Operator’s failure to enforce any term of these Contest Rules shall not constitute a waiver of that provision. Persons engaging in any of the foregoing activities may be disqualified in Operator’s sole discretion.

HOW TO GET MORE INFORMATION

To obtain the identity of the Winners, send a self-addressed, stamped envelope to: "John Legend If You’re Out There” Contest, Columbia Music, 550 Madison Avenue, New York, NY 10022 by May 15, 2009 or go to http://www.indabamusic.com/contests/show/johnlegend after May 1, 2009 12:00:00pm E.S.T.

The sponsor of this Contest is Sony Music Entertainment, 550 Madison Ave, New York, NY 10022. Questions regarding the Contest can be directed by mail to "John Legend If You’re Out There” Contest, Columbia Music, 550 Madison Avenue, New York, NY 10022.

Copies of these Official Rules may be obtained by sending a self-addressed, stamped envelope to John Legend If You’re Out There” Contest, Columbia Music, 550 Madison Avenue, New York, NY 10022 (WA and VT residents may omit return postage.) Requests for Official Rules must be received by March 25, 2009.

OPERATOR: Indaba Media, LLC (http://www.indabamusic.com)

All times and dates in these Official Rules are EASTERN STANDARD TIME.