THE UMPHREY’S MCGEE “MIAMI VIRTUE” CONTEST OFFICIAL RULES NO PURCHASE NECESSARY. A PURCHASE WILL NOT INCREASE ENTRANT’S CHANCE OF WINNING. VOID WHERE PROHIBITED BY LAW.

ELIGIBILITY: The Umphrey’s McGee “Miami Virtue” 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 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 Umphrey’s McGee and Indaba Media (collectively, “Sponsors”), 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 Assets”) of the sound recording, “Miami Virtue” (“Recording”) featuring the performance of the recording artist, Umphrey’s McGee (“Artist”) which are available for Contest entrants (“Entrant”) to download. The Audio Assets can be modified and/or mixed with original audio files the Entrant creates for the purpose of creating new assets (the “Submission Materials”) using any platform the entrant chooses, including the Session Console, an online mixing and editing tool provided by the Operator. All Remixes (as defined below) must have elements of the Audio Assets. Entrants must submit their final and complete Submission Materials of the Recording (“Remix”) by uploading the Remix to www.IndabaMusic.com/opportunities/umphreys-mcgee-miami-virtue-remix-contest between October 5, 2011 and November 16, 2011 (“Contest Period”). The computer of the Operator is the official timekeeping device for this Contest. In order to download the Audio Assets and to upload a Remix, 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 Remix in the Contest, Entrants hereby warrant and represent that the Remix 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 Remix. All Remixes 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 Operator’s sole discretion:

Remixes must not contain material which is (or promoting activities which are) harmful, threatening, abusive, disparaging, harassing, vulgar, obscene, hateful, pornographic, or libelous or which has other inappropriate content, or is otherwise objectionable as determined by Operator in its sole discretion; Remixes shall not defame, misrepresent or contain disparaging remarks about any persons, products or companies; Remixes shall not contain materials which are not created entirely by Entrant or which are owned by others (including music "samples" other than the Audio Assets provided through the Website); Entrants shall not use the Audio Assets in any manner or for any purpose other than for entering Contest; and Remixes shall not be in violation of any law.

BY ENTERING A REMIX, ENTRANTS ACKNOWLEDGE THAT REMIXES MAY BE POSTED ON OPERATOR’S WEBSITE, IN OPERATOR’S DISCRETION. Operator reserves the right to, and may or may not, monitor/screen Remixes prior to posting them to the Website. Entrants acknowledge that Operator has no obligation to use or post any Remixes. By submitting a Remix, Entrants warrant and represent that: (a) the Remix is Entrant’s original work; (b) the Remix has not been previously published; (c) the Remix has not previously received awards; (d) the Remix 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 or performance is used in the Remix; and (f) exploitation, use, display or performance of the Remix 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 Remixes 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 Remixes. Entrants agree that the Artist, or a designee of Artist, shall, from inception, own all right, title and interest in each Remix (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 Artist or such designee. Entrants shall have no ownership rights or interest whatsoever in the applicable Remix, and shall not commercially use or exploit the Remix in any manner whatsoever. Entrant is permitted to use the Audio Assets solely for the creation of Submission Materials and Remixes and participation in this Contest. All Submission Materials and Remixes are licensed by the Artist, under the Creative Commons Attribution-Noncommercial-No Derivative Works 3.0 license. Entrants may use the Submission Materials and Remixes 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 Remixes 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 Remixes 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 Remixes; (iii) to be bound by these Official Rules; (iv) that Entrants may be contacted by Contest Parties by email regarding this Contest; and (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 Official 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: Remixes will be posted on the Website at the conclusion of the Contest Period; thereby allowing visitors to vote for their favorite Remixes between November 16, 2011 and November 30, 2011 ("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.

From the top ten (10) Remix entries, as determined by voting, the Artist and the Sponsors and their designated appointees will, in their sole discretion, select four (4) Remixes as honorable mention winners (“Honorable Mentions”) based on the following criteria: Originality (0-25 points), Creativity (0-25 points), Concept (0-25 points), and Musicality (0-25 points). The Honorable Mentions will each receive: (i) a feature of the Honorable Mention's Remix on Umphrey's McGee's blog; (ii) two (2) tickets to an Umphrey's McGee concert of the applicable Honorable Mention's choice excluding festival and holiday concert dates; (iii) an autographed copy of the Umphrey's McGee album Death By Stereo; and (iv) consideration for inclusion of the Honorable Mention’s Remix on the official Umphrey’s McGee Remix EP (”Honorable Mentions Prize”).

The Artist and the Sponsors and their designated appointees will, in their sole discretion, select a single winner (the “Winner”) from all the Remix entries based on the following criteria: Originality (0-25 points), Creativity (0-25 points), Concept (0-25 points), and Musicality (0-25 points). The Winner will receive: (i) One Thousand United States Dollars ($1,000 USD); (ii) inclusion of the Winner’s Remix on the official Umphrey’s McGee Remix EP; (iii) two (2) tickets to an Umphrey’s McGee concert of the applicable Winner’s choice excluding festival and holiday concert dates; and (iv) an autographed copy of the Umphrey’s McGee album Death By Stereo (“Winners Prize”).

The Winner and Honorable Mentions (hereinafter collectively referred to as the “Winning Entries”) will be selected between November 30, 2011 and December 20, 2011. Winning Entries will be posted on the Website on or about December 20, 2011. The Winner may be selected from all the Remix entries, regardless of any rank as determined by the visitor’s popular vote. Entrants acknowledge that the Contest Parties shall have no obligations, financial or otherwise, to the Winning Entries, except for those explicitly set forth in these Official Rules. Winning Entries give the Operator the right to transmit the Winning Entries personal identifying information to the Artist or to other Contest Parties for the purposes of facilitating the award of the contest prizes. Other prizes may be determined at the discretion of the Artist and the Sponsors and their designated appointees.

Entrants agree that the Operator has the sole right to decide all matters and disputes arising from this Contest and that all decisions of Operator and the Sponsors are final and binding.

GENERAL TERMS: Entrants and Winning Entries 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 Operator. Prizes are non-transferable, and non-refundable. Prior to the posting or other announcement, any potential Winning Entries will be notified by phone and/or e-mail and each Winning Entry will be required to complete, sign and return an Affidavit of Eligibility and Liability/Publicity Release as a condition of being declared the Winner or an Honorable Mention as applicable. Each Winning Entry 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 Winning Entry cannot be contacted within five (5) calendar days of first notification attempt; or if the prize notification is returned as undeliverable; or if a Winning Entry rejects his/her prize; or in the event of noncompliance by a Winning Entry with these Official Rules; or if the Affidavit of Eligibility and Publicity/Liability Release is not properly executed, then that Winning Entry shall be disqualified as a Winner or Honorable Mention, as applicable, and shall forfeit the applicable prize(s); in addition, an alternative Entrant may be selected as determined by the Operator and the Contest Parties from all remaining eligible Entrants to replace the disqualified Winning Entry. 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, Sponsors, Artist 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 agree that the Operator, the Artist 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. The Winner and each 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. Sponsors reserves the right, in their sole discretion, to substitute a comparable prize of like or greater value for any prize, or to pay the Winner or each Honorable Mention a cash equivalent (the value of which shall be determined by Sponsors in their sole discretion), for any reason.

LIMITATIONS OF LIABILITY AND RELEASE: No liability or responsibility is assumed by Operator, Sponsors, Artist 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, Sponsors, Artist 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 and Sponsors are 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 to Entrant or property damage or losses of any kind which may be sustained to Entrant’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 and Sponsors are 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 and Sponsors’ failure to enforce any term of these Official 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.

WINNERS LIST: For the names of the prize winners see http://www.indabamusic.com/opportunities/umphreys-mcgee-miami-virtue-remix-contest after December 20, 2011. OPERATOR: Indaba Media, LLC, 268 Bowery, #3, New York, NY 10012