2010 "THE NEXT GREAT ROAD SONG” CONTEST OFFICIAL RULES AND AGREEMENT

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS CONTEST. A PURCHASE WILL NOT INCREASE YOUR CHANCE OF WINNING. VOID WHERE PROHIBITED.

1. PARTICIPATION: This Official Rules and Agreement (this "Agreement") sets forth the terms and conditions that apply to your use and participation of the Midas “Search for the Next Great Road Song” contest (“the Promotion”) which is offered to you by SPIN Media LLC and Midas International Corporation (collectively, the "Sponsor"). BY USING THIS SITE, YOU AGREE TO THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED IT. If you do not agree to be bound by this Agreement, you must refrain from participating in or entering the Promotion. This Agreement is intended, in part, to enable consumers to view and listen to your submitted song(s)/performance(s). Participation constitutes entrant’s full and unconditional agreement to the terms below and the Sponsor’s decisions, which are final and binding in all matters related to the Promotion. Winning a prize is contingent upon fulfilling all requirements set forth herein. Read this Agreement carefully before you submit an entry.

2. PROMOTION PERIOD: The Promotion period (“Promotion Period”) will begin on May 28, 2010, at 12:00 am/Central Daylight Savings Time (“CDST”), and will close on September 3, 2010 at 11:59 pm/CDST (“End Date”). See details below for specific entry periods and voting periods. The Sponsor is the official time keeper for the Promotion.

3. HOW TO ENTER: There are two (2) ways to enter: ROCKTHEHIGHWAY.COM: Beginning at 12:00 am/CDST on May 28, 2010, and through July 30, 2010 at 11:59 pm/CDST (the “RTH Submission Period”) you may enter by logging onto http://www.rockthehighway.com (“RTH Site”), following the directions provided to enter all required information and complete the entry form and uploading your original Song (as defined below) to the RTH Site.

SONICBIDS.COM: Beginning at 12:00 am/CDST on May 28, 2010, and through June 28, 2010 at 10:59 pm/CDST (the “SB Submission Period”) you may enter by logging onto http://www.sonicbids.com/rockthehighway (“SB Site”) and: (i) if you are already a member of sonicbids.com, access your sonicbids.com account and following the links and directions to enter all required information, complete the entry form and upload your Song to the SB Site, or (ii) if you are not already a member of sonicbids.com, following the directions provided, register for a sonicbids.com account which will be provided to you for free for a three (3) month trial period starting on the date you establish the sonicbids.com account. After the free three (3) month trial period you will be charged by Sonicbids Corporation for continued membership to sonicbids.com, unless you cancel your account. After you create your sonicbids.com account, follow the directions provided to enter all required information, complete the entry form and upload your Song to the SB Site.

4. ALL SUBMISSIONS: The song must be less than six (6) minutes and feature a composition themed around road trips, travel by automobile, a specific road or street or “driving songs” (the “Song”). The Sponsor is the official time keeper of the Song. Limit one (1) entry per band and/or artist. You will be required to enter the Song in one of the following categories: (i) “Unplugged” - which means the Song performance uses only acoustic, non-amplified musical instruments, or (ii) “Amped” - which means the Song performance uses any number of instruments, recording styles, or production methods. All of your entry information and submission (including, but not limited to, the Song) shall be collectively referred to herein as the “Submissions” or each as a “Submission.” All Submissions must be free of profanity, references to drugs and sex and otherwise be suitable for listening by persons of all ages. The Sponsor reserves the right, in its sole and absolute discretion, to disqualify any Submission that is inappropriate for any reason, including without limitation, for depicting or mentioning sex, violence, drugs, alcohol, inappropriate language and/or profanity.

5. BAND ENTRANTS. If you are a band, only one member may submit a Submission on behalf of his/her band, but the names of all members of each band must be listed on the submitted official entry form. Each Submission will be deemed submitted on behalf of all of the band members identified on the official entry form. By submitting an entry, the band member doing so represents and warrants that s/he has received permission to enter the Promotion from each member of his/her band listed on the official entry form, and to submit each of their names and the recording(s) of their performance(s) that are included with the Submission. If you are a band, the terms “you” and “entrant” as used herein shall refer to each band in its entirety and not to the person who actually submitted the entry on his/her band’s behalf. Once an entry has been submitted, the band may not add or remove any members. In your Submission you will also be required to designate one member of the band to be the band’s authorized representative. The Sponsor will be entitled to rely on any information, direction or consents provided by the designated representative.

6. SEMI-FINALIST SELECTION: There will be a total of forty (40) semi-finalists chosen from among all eligible Submissions, as described below. There are two (2) ways semi-finalists will be selected, based on the method of entry: RTH SITE SEMI-FINALISTS: If you entered your Submission through the RTH Site, the Sponsor will select, on or around August 2, 2010, a group of twenty (20) semi-finalists, comprised of ten (10) semi-finalists chosen from all eligible “Unplugged” Submissions posted to the RTH Site during the RTH Submission Period and ten (10) semi-finalists chosen from all eligible “Amped” Submissions posted to the RTH Site during the RTH Submission Period the (collectively, the “RTH Semi-Finalists”). The Sponsor will select the RTH Semi-Finalists using the following judging criteria: (i) sound (25%); (ii) originality of materials (25%); (iii) musical composition skill/relation to the theme of “Road Song” (25%); and (iv) fit for the Midas brand in appeal and quality (25%). All results of the selection of RTH Semi-Finalists by the Sponsor are final and binding.

SB SITE SEMI-FINALISTS: If you entered your Submission through the SB Site, there will be a popular voting period from July 1, 2010 at 12:00 am/CDST through July 30, 2010 at 10:59 pm/CDST (the “SB Voting Window”) where the general public may log onto http://rockthehighway.sonicbids.com (“SB Voting Site”) and vote on their favorite “Unplugged” Song from all eligible “Unplugged” Submissions posted to the SB Site during the SB Submission Period or their favorite “Amped” Song from all eligible “Amped” Submissions posted to the SB Site during the SB Submission Period. There is no cost for voters to log onto the SB Voting Site. Limit one (1) vote per person/ e-mail address per day. On or around July 31, 2010, the Sponsor or its designees, including Sonicbids Corporation, will tabulate the votes to determine the top twenty (20) finalists, who will be comprised of the ten (10) “Unplugged” Submissions with the most votes and ten (10) “Amped” Submissions with the most votes (collectively, the “SB Finalists”). All results of the selection of SB Finalists by the Sponsor or its designees are final and binding.

7. FINALIST SELECTION: There will be a total of twenty (20) finalists, who will be comprised of ten (10) “Unplugged” Submissions and ten (10) “Amped” Submissions chosen from among all of the RTH Semi-Finalists and the SB Semi-Finalists (collectively, the “Finalists”). On or around August 1, 2010, the Sponsor will select the Finalists using the following judging criteria: (i) sound (25%); (ii) originality of materials (25%); (iii) musical composition skill/relation to the theme of “Road Song” (25%); and (iv) fit for the Midas brand in appeal and quality (25%). All results of the selection of Finalists by the Sponsor are final and binding. By becoming a Finalist you agree to provide the Sponsor with information and documentation requested by the Sponsor and as otherwise described in this Agreement, including, without limitation, biographical information, signed Affidavits and Releases and completed Form W-9s. You acknowledge that providing this information and documentation to the Sponsor does not mean that you have won.

8. WINNER SELECTION: Many will enter, only six (6) will win. On or about August 2, 2010, Sponsor will upload the Finalist’s Songs to the RTH Site. Beginning August 3, 2010, at 12:00am/CDST and ending on September 3, 2010, at 11:59 pm/CDST (the “Next Great Road Song Voting Window”) the general public can log onto the RTH Site to vote for their favorite Finalist Song. Limit one (1) vote per person/e-mail address per day throughout the Next Great Road Song Voting Window. The grand prize winner, runner up, and third place winner in each of the “Unplugged” and “Amped” categories will be chosen based upon the number of votes their Submission receives at the RTH Site during the Next Generation Road Song Voting Window. The Submission with the most votes in each of the “Unplugged” and “Amped” categories will be the grand prize winner in their respective category. The Submission with the second highest number of votes in each of the “Unplugged” and “Amped” categories will be the runner up winner in their respective categories, and the Submission with the third highest number of votes in each of the “Unplugged” and “Amped” categories will be the third prize winner in their respective categories. The Sponsor or its designees will tabulate the number of votes for each Submission. All voting results, as determined by Sponsor or its designees, are final and binding. Winners will be officially announced on the RTH Site or around September 20, 2010. In the event a winning Submission is discovered to be invalid for any reason whatsoever or the person who submitted the winning Submission fails to comply with the terms of this Agreement prior to delivery of the prize, the prize may be forfeited and awarded to an alternate winner.

9. PRIZES: The prizes are classified into two (2) prize categories: “Amped” and “Unplugged”:

AMPED WINNERS: One (1) grand prize winner will receive a $5,000 prize; One (1) runner up winner will receive a $2,500 prize; One (1) third place winner will receive a $1,000 prize. All prizes will be awarded in the form of a check. The approximate retail value of all “Amped” prizes is $8,500.

UNPLUGGED WINNERS: One (1) grand prize winner will receive a $5,000 prize; One (1) runner up winner will receive a $2,500 prize; One (1) third place winner will receive a $1,000 prize. All prizes will be awarded in the form of a check. The approximate retail value of all “Unplugged” prizes is $8,500.

All winners will be featured in a paid advertisement in an upcoming 2010 issue of SPIN.

The approximate retail value (ARV) of all prizes is $17,000. Prize value is in U.S. dollars. No more than the advertised number of prizes will be awarded. No transfer or substitution of Prize is allowed. The Prize may not be redeemed for extended promotional or editorial coverage, performance opportunities, credit, etc., and cannot be used in conjunction or combined with any other competition or offer, nor may it be transferred or exchanged in part or in full. The Sponsor reserves the right to substitute the Prize or any portion thereof for one of equal or greater value for any reason at their sole discretion. By entering, each entrant agrees that, if selected as a winner, he/she will provide Sponsor with all information required for Sponsor to complete the appropriate tax forms and related documents (if any), including, without limitation, a Form W-9. In the event a winner is a band, the individual designated in the Submission as the band’s representative will notify the Sponsor how the prize will be allocated. WINNERS ARE RESPONSIBLE FOR REPORTING AND PAYING ANY AND ALL INCOME, SALES OR EXCISE TAXES THAT MAY APPLY TO ACCEPTING PRIZES; THE SPONSOR IS NOT RESPONSIBLE FOR AND WILL NOT PAY ANY SUCH TAXES.

10. NOTICE TO WINNERS: Attempts to notify potential winning band or artist will be made using the e-mail address or telephone number provided in the entrant’s Submission. The Sponsor’s first attempt to notify a potential winner will be within seven (7) calendar days (or such shorter time as exigencies may require) of Promotion Period End Date. The Sponsor is not responsible for e-mail, telephone or other communication problems of any kind. If potential winners cannot be contacted within seven (7) calendar days of first notification attempt (or such shorter time as exigencies may require), if any prize or prize notification is returned as undeliverable, if any winner rejects his/her prize, or in the event of noncompliance with this Agreement and requirements, such prize will be forfeited and may be awarded to the Submission with the next highest score. Upon prize forfeiture, no compensation will be given.

11. ENTRANT REPRESENTATIONS AND WARRANTIES: By entering, each entrant warrants and represents the following with respect to his/her Submission, including, without limitation, the Song: (a) the underlying musical composition, lyrics and arrangement and the sound recording comprising the Submission (i) is entrant’s original work and are owned solely by entrant and (ii) do not infringe the copyright or any other right of any third party, (b) do not and will not require any third party permissions or payments to third parties for inclusion of the Submission (with respect to the underlying musical composition, lyrics, arrangement and sound recording) in the Promotion, or any other marketing, advertising or promotional uses thereof contemplated herein, and (c) the entry of the Submission in the Promotion does not and will not violate the contract or other rights of any third party.

12. LICENSE TO SPONSORS: By participating, each entrant agrees that the Submission and any other materials submitted in connection with the Promotion will be retained by Sponsors. In consideration of entrant’s Submission being reviewed and evaluated for this Promotion and for other good and valuable consideration, entrant hereby grants to the Sponsor (i.e., each of SPIN and Midas) the non-exclusive, irrevocable, fully paid, royalty-free, universal license to use, sublicense, transmit, distribute, publicly perform, publish, delete or display such Submission, or any portion thereof, in any media now known or hereafter devised, including the Internet, through the duration of the Promotion. Entrant further understands and agrees that if his/her Submission is selected as a potential winning Submission, as a condition of claiming the prize, entrant may be required (i) to sign the Sponsor’s music license agreements (collectively, “SPIN/Midas Promotion License Agreement”); (ii) to grant the Sponsor the right to incorporate, distribute and otherwise use the Song, in whole or in part, to synchronize the Song, in whole or in part, with audiovisual elements of the Promotion or with other, additional Midas creative unrelated to the Promotion, to publicly perform the Song, in whole or in part, in connection with the Promotion, to use and distribute the Song, in whole or in part, for public relations, promotional, advertising, and marketing purposes relating to the Promotion (including without limitation via the Internet), and to incorporate and synchronize the Song into promotional albums or other promotional records related to the Promotion; and (iii) grant the Sponsor (i.e., each of SPIN and Midas) the right to use, display, and include my image, name (first and last), stage name, band name, and other biographical information in connection with all of the foregoing, all without payment or other compensation of any kind due or owing to me or any third party, unless prohibited by law.

13. INDIVIDUAL AND GROUP ENTRANTS: The terms of this Agreement apply to both individual and group entrants.

14. PRIVACY POLICY: All Submissions, including, without limitation, entry information and materials, become the property of the Sponsors and will not be acknowledged or returned. Except as otherwise contemplated in this Agreement, and to the extent entrants may otherwise elect at the time of entry, personal information collected in connection with the Promotion will be used in accordance with the online privacy policy available at the RTH Site.

15. ELIGIBILITY & LEGAL RESIDENCY: At the time of entrant’s participation in the Promotion and continuing to the date hereof, entrant may not be an employee of, or an immediate family member of or living in the same household as an employee of Sponsor or their respective affiliates, subsidiaries, franchisees, advertising, promotional or service agencies. Entrant must be a legal resident of the 50 United States, including the District of Columbia. The Promotion is void outside of the 50 United States, in U.S. territories, Puerto Rico and wherever prohibited by federal, state, or local law. Entrant asserts that he/she is eighteen (18) years of age or older as of date of entry to enter the Promotion and to be eligible to win. All U.S. federal, state, and local laws and regulations apply.

16. USE OF ENTRANT INFORMATION: By entering, each entrant agrees that if he/she should become a verified winner, then (where legal) Sponsor shall have the right, but not the obligation, to use his/her name (first and last), voice, and likeness, along with his/her address (city and state only) and any statements made by or attributed to entrant relating to Sponsor or the Promotion in any and all media, now known or hereafter devised, in perpetuity and throughout the universe for advertising, marketing, publicity and promotional purposes in connection with the Promotion without further compensation, and entrant releases Sponsor from any liability arising from such use, including, without limitation, claims for invasion of privacy, infringement of my right of publicity, and defamation (including libel and slander).

17. USE OF WINNER INFORMATION: Acceptance of a prize constitutes winner's permission for the Sponsor to use winner's name (first and last), stage name, band name, photograph, likeness, music, compositions, voice, biographical information, statements and address (city and state) for advertising or publicity purposes, worldwide, and in all forms of media now known or hereafter developed, in perpetuity, without further compensation.

18. TERMINATION: The Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify, extend or suspend this Promotion should (in its sole discretion) virus, bugs, non-authorized human intervention, fraud or other causes beyond its control corrupt or affect the administration, security, fairness or proper conduct of the Promotion. In such case, The Sponsor may select the winner from all eligible entries received prior to and/or after (if appropriate) the action taken by The Sponsor. The Sponsor reserves the right, in its sole discretion, to disqualify from the Promotion, and ban from any future promotions, any person it believes to have intentionally violated this Agreement, or to be acting in an unsportsmanlike or disruptive manner, or to have tampered with any element of the Promotion without notice to the disqualified or banned person.

19. VERIFICATION OF WINNERS: Potential winners may be required to execute an Affidavit of Eligibility, a Liability Release, and (where imposing such condition is legal) a Publicity Release, a SPIN/Midas License Agreement and/or any other rights transfer document (collectively, "Prize Claim Documents") within seven (7) days of prize notification (or such shorter time if exigencies may require). Additionally, potential winners may be required to obtain releases from any and all third parties who have participated in the winning Submission. If any potential winner is considered a minor in his/her jurisdiction of residence, the Prize Claim Documents must be signed by his/her parent or legal guardian. If any potential winner fails to execute and return any of the Prize Claim Document in a timely manner, such prize will be forfeited and may be awarded to the Submission with the next highest score. Upon prize forfeiture, no compensation will be given.

20. DISCLAIMERS, ENTRANT INDEMNIFICATION & WAIVERS: THE SPONSOR (I.E., SPIN AND MIDAS), AND THEIR AFFILIATE, SUBSIDIARY AND PARENT COMPANIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FRANCHISEES AND REPRESENTATIVES (COLLECTIVELY, THE “PROMOTION ENTITIES”) SHALL NOT BE RESPONSIBLE OR LIABLE FOR SUBMISSIONS THAT ARE ENTERED BY OTHER THAN HUMAN MEANS (SUCH AS BY AN AUTOMATED COMPUTER PROGRAM OR ANY NON-HUMAN MECHANISM, ENTITY, OR DEVICE), IN EXCESS OF THE STATED LIMIT, OR FOR ENTRIES THAT ARE LATE, FORGED, DESTROYED, LOST, MISPLACED, STOLEN, MISDIRECTED, TAMPERED WITH, INCOMPLETE, DELETED, DAMAGED, GARBLED, OR OTHERWISE NOT IN COMPLIANCE WITH THIS AGREEMENT. ALL SUCH SUBMISSIONS WILL BE DISQUALIFIED. BY ENTERING THE PROMOTION, EACH ENTRANT AGREES: (A) TO BE BOUND BY THIS AGREEMENT AND BY ALL APPLICABLE LAWS AND ALL DECISIONS OF THE SPONSOR OR ITS DESIGNEES WHICH SHALL BE BINDING AND FINAL; (B) TO WAIVE ANY RIGHTS TO CLAIM AMBIGUITY WITH RESPECT TO THIS AGREEMENT; (C) TO WAIVE ALL OF HIS OR HER RIGHTS TO BRING ANY CLAIM, ACTION, OR PROCEEDING AGAINST ANY OF THE PROMOTION ENTITIES AND TO RECEIVE ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES; AND (D) TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF THE PROMOTION ENTITIES FROM ANY AND ALL CLAIMS OR LIABILITY (INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR ANY PROPERTY LOSS, DAMAGE, PERSONAL INJURY, BODILY INJURY, DEATH, LOSS, EXPENSE, ACCIDENT, DELAY, INCONVENIENCE OR IRREGULARITY), COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE OUTSIDE ATTORNEY'S FEES) THAT MAY ARISE IN CONNECTION WITH: (I) THE ENTRANT'S PARTICIPATION OR INABILITY TO PARTICIPATE IN THE PROMOTION, (II) TYPOGRAPHICAL ERRORS IN THIS AGREEMENT OR ANY PROMOTION PROMOTIONAL MATERIALS, (III) ACCEPTANCE OR POSSESSION, DEFECTS IN, USE, MISUSE OR INABILITY TO USE ANY PRIZE (OR ANY COMPONENT THEREOF), (IV) ANY CHANGE BY ANY COMPANY OR ANY OTHER PERSON PROVIDING ANY OF THE COMPONENTS OF A PRIZE DUE TO REASONS BEYOND ANY OF THE PROMOTION ENTITIES' CONTROL OR AS OTHERWISE PERMITTED HEREUNDER, (V) ANY INTERRUPTIONS IN OR POSTPONEMENT, CANCELLATION, OR MODIFICATION OF THE PROMOTION, (VI) HUMAN ERROR, (VII) INCORRECT OR INACCURATE TRANSCRIPTION, RECEIPT OR TRANSMISSION OF ANY PART OF THE SUBMISSION (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION INFORMATION OR ANY PARTS THEREOF), (VIII) ANY TECHNICAL MALFUNCTIONS OR UNAVAILABILITY OF THE WEBSITE OR ANY TELEPHONE NETWORK, COMPUTER ONLINE SYSTEM, COMPUTER DATING MECHANISM, COMPUTER EQUIPMENT, SOFTWARE, OR INTERNET SERVICE PROVIDER UTILIZED BY ANY OF THE PROMOTION ENTITIES OR BY AN ENTRANT, (IX) INTERRUPTION OR INABILITY TO ACCESS THE PROMOTION, ANY PROMOTION-RELATED WEB PAGES, OR ANY ONLINE SERVICE VIA THE INTERNET DUE TO HARDWARE OR SOFTWARE COMPATIBILITY PROBLEMS, (X) ANY DAMAGE TO ENTRANT'S (OR ANY THIRD PERSON'S) COMPUTER OR ITS CONTENTS RELATED TO OR RESULTING FROM ANY PART OF THE PROMOTION, (XI) ANY LOST OR DELAYED DATA TRANSMISSIONS, OMISSIONS, INTERRUPTIONS, DEFECTS, OR ANY OTHER ERRORS OR MALFUNCTIONS, (XII) ANY WRONGFUL, NEGLIGENT, OR UNAUTHORIZED ACT OR OMISSIONS ON THE PART OF ANY OF THE PROMOTION ENTITIES, OR ANY OF THEIR AGENTS OR EMPLOYEES, (XIII) USE OF THE SUBMISSION AS PERMITTED HEREIN, INCLUDING WITH RESPECT TO THE DISTRIBUTION OF THE SUBMISSION AS PART OF THE PROMOTION OR (XIV) ANY OTHER CAUSE, CONDITION OR EVENT WHATSOEVER BEYOND THE CONTROL OF ANY ONE OR MORE OF THE PROMOTION ENTITIES. EACH WINNER HEREBY ACKNOWLEDGES THAT THE PROMOTION ENTITIES HAVE NEITHER MADE NOR ARE IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO ANY PRIZE OR COMPONENT THEREOF.

21. APPLICABLE LAW. By participating, each entrant agrees that all causes of action arising out of or connected with this Promotion, or the prizes awarded, shall be resolved individually, without resort to any form of class action. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement or the rights and obligations of entrants and the Sponsor in connection with the Promotion shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to any choice of law or conflict of laws rules or provisions. Any legal claims arising out of or relating to the Promotion or this Agreement must be brought in the federal or state courts located in Illinois.

22. WHO WON?: To obtain a winners list (after the conclusion of the Promotion) or a copy of this Agreement, send a self-addressed envelope with the proper postage affixed to SPIN Magazine, 408 Broadway, 4th Floor, New York, NY 10013, Attn: “Midas Road Song Contest.” Please specify "winners list" or "Official Rules and Agreement" and the name of the Promotion in your request.