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

1. HOW TO ENTER

a. These rules govern the 101.9 RXP Your Shot to Rock with Cabo Wabo Tequila 2011 Promotion (the “Promotion”) being conducted by Emmis Radio LLC d/b/a WRXP 101.9 RXP (the “Station” or “Sponsor”) beginning on April 26, 2011 12:01 am Eastern Time (“ET”) and ending on July 4, 2011 at 11:59 pm ET. This Promotion is governed by these official rules (“Rules”) as well as by the RXP General Rules (“General Rules”) available at www.1019rxp.com. In the event that there is a discrepancy or inconsistency between these Rules and the General Rules, these Rules shall govern. Any individual who enters, attempts to enter or in any way participates or attempts to participate in the Promotion (“Participant”) agrees to be bound by the terms and conditions provided in these Rules and to the extent applicable the General Rules, as well as by all interpretations of these Rules by Station and by all other decisions of the Sponsor (as defined below), which are final and binding in all matters relating to the Promotion.

b. To participate in the Promotion, you may enter via the following method(s): go to www.1019rxp.com/cabowabo (the “Website”) beginning on 12:01 am ET on April 26, 2011 and ending on 11:59 pm ET on May 15, 2011 (the “Entry Period”) and follow the instructions and submit your first name and last name, complete address, city, state, zip code, telephone number, date of birth, one (1) You Tube embed code featuring a 1-5 minute video of the band performing and a valid email address in the online entry form (collectively referred to herein as a “Submission”). The entrant must secure and provide upon request all appropriate clearances, permissions and releases for the Submission granting Sponsor the right to use the Submission as set forth in these Rules without any payment being owed (in the event a Participant cannot provide all required releases, Sponsor reserves the right, in their sole discretion, to disqualify the applicable Submission, or seek to secure the releases and clearances for Sponsor benefit, or allow the applicable Submission to remain in Promotion). Only one (1) internet entry per person and one internet entry per email address is permitted. Internet entries will be deemed made by the authorized account holder of the email address submitted at the time of entry. The authorized account holder is the natural person who is assigned to the email address by an internet access provider, online service provider or other organization that is responsible for assigning an email address or the domain associated with the submitted email address. Multiple participants are not permitted to share the same email address. All entries submitted become the sole property of the Station and will not be acknowledged or returned. Use of any device to automate entry is prohibited. Proof of submission of an entry shall not be deemed proof of receipt by Station. Station’s computer is the official time keeping device for the Promotion. The Station is not responsible for entries not received due to difficulty accessing the internet, service outage or delays, computer difficulties and other technological problems. All entrants must agree to the Station’s online submission release in order to submit his or her entry.

c. To participate in the Promotion, you may also go to Hudson Terrace located at 621 West 46th Street, New York, NY 10036 from 6:00 pm ET on May 5, 2011 and ending at 8:00 pm ET on May 5, 2011 and complete an official entry form (while supplies last) including first name and last name, complete address, city, state, zip code, home telephone, date of birth, and video submission. All entries must be received by 8:00 pm ET on May 5, 2011. The Station is not responsible for, nor will consider as valid entries, if entries are lost, stolen, mangled, misdirected, postage due, illegible, incomplete or late

d. All Promotion entries and/or related submissions become the sole and exclusive property of the Sponsor upon transmission. Promotion entries and performance will not be returned and may be used by any Promotion Entity (defined below) for any purpose whatsoever related to the Promotion, without additional compensation to the participant or any other individual or entity.

e. Sponsors are not responsible for problems with Promotion entries, including but not limited to, entries which are lost, late, misdirected, damaged, incomplete, illegible, or cannot be completed due to electronic or technical difficulties, even if the problem is the result of the sole or partial negligence of Sponsors.

f. Participants who, in the view of Sponsors, provide false, fraudulent or deceptive entries or who engage in false, fraudulent or deceptive acts in connection with the Promotion will be disqualified and subject to criminal prosecution.

2. ELIGIBILITY RESTRICTIONS

a. The Promotion is open to legal United States residents who are 21 years of age or older and who legally reside in the States of New York, New Jersey, and Connecticut. Void where prohibited. All band members must be 21 years of age or older. Employees of beverage alcohol licensees (including without limitation suppliers, distributors and retailers), officers, directors and employees of the Station, and each of their respective licensees, parents, subsidiaries and affiliated entities, advertising and promotional agencies, Station’s participating sponsors, other radio stations in the New York metropolitan area, and the members of their immediate families (spouse, parent, sibling or child) and those living in the same household of each (whether related or not), are ineligible to enter or win. This Promotion is subject to all applicable federal, state and local laws and regulations and is void where prohibited. Cabo Wabo, LLC is not responsible for the collection, submission or processing of Submissions, the processing of entries, or the administration of the Promotion.

b. Listeners are eligible to win a prize in a Promotion conducted by the Station only once every thirty (30) days and only once every twelve (12) months if the prize is valued over $600. Only one (1) winner per household is permitted in any Station promotion.

c. Entrant is solely responsible for reviewing and understanding Entrant’s employer’s policies regarding Entrant’s eligibility to participate in Promotions. Entrant may be disqualified from entering into this Promotion or receiving prizes if Entrant is participating in this Promotion in violation of his or her employer’s policies.

d. The winner must provide valid government-issued photo identification and provide their complete address, date of birth and phone number to claim a prize. Where legal, winners will be required to execute an Affidavit of Eligibility, a Liability Release and a Publicity Release ("Affidavit/Release") which must be returned within ten (10) days from receipt of notification.

e. Entrants are required to provide truthful information and the Station will reject and delete any entry that it discovers to be false or fraudulent. The Station will disqualify any entry from individuals who do not meet the eligibility requirements. The Station will also delete any entry knowingly received from persons under the age of 13 in compliance with the Children’s Online Privacy Protection Act.

3. PRIZES

a. One (1) Grand Prize will be awarded. The Grand Prize is: an opportunity to perform at three (3) RXP events from July 4, 2011 through December 31, 2011 and an opportunity to appear on The Rock Show with Matt Pinfield & Leslie Fram one (1) time before December 31, 2011. There is no cash or other value to the Grand Prize. Grand Prize winner is responsible for all associated fees including licensing, applicable taxes or fees and other fees associated with the grand prize. All other costs not specifically stated herein as being awarded are the responsibility of Grand Prize winner.

b. Prizes are awarded “as is” without any warranty or guarantee. Any prize details not specified above will be determined by the Sponsors in their sole discretion. Prizes are not transferable, assignable or refundable and must be accepted as awarded. No cash or other substitution may be made, except by the Sponsors, who reserve the right to substitute a prize (or component thereof) with another prize (or component thereof) of equal or greater value if the prize is not available for any reason as determined by the Sponsors in their sole discretion. The winner is responsible for any and all other costs and expenses not listed above.

c. Winner understands that there will be no payment for services provided at any of the events associated with the Grand Prize.

4. WINNER SELECTION AND NOTIFICATION

a. Decisions of the Station management with respect to the Promotion are final.

b. A maximum of three (3) finalists will be selected from all eligible Submissions received by 11:59 pm ET on May 15, 2011 by the WRXP Programming Department based on original material, (they will not consider any house bands, or bands performing material that is not owned by the participant) and who, in the judges sole and absolute discretion would fit in best on WRXP.

c. The three (3) finalists’ videos will be posted online at www.1019rxp.com/cabowabo on Monday, May 23, 2011 at 6:00 am ET-8:00 am. The top three (3) finalists will be notified by phone on Thursday, May 19, 2011. Finalists have until Sunday, May 22, 2011 at 11:59 pm ET to respond. If a finalist does not respond before the deadline, an alternate finalist will be chosen at the discretion of the WRXP promotions department.

d. Grand Prize Winner selection process: Listeners can vote on their favorite entry at www.1019rxp.com/cabowabo, vote for your favorite by selecting the submission of your choice, voters do not need to login in before voting. The final winner will be determined 25% by listener votes, and 75% by 3 third party judges. Dates for online voting will be May 23, 2011 at 6:00 am ET through July 3, 2011 at 11:59 pm ET.

e. The Grand Prize winner will be notified by phone on or about July 5, 2011. The winner must execute and return any required affidavit of eligibility and/or liability/publicity release within ten (10) days of winning or prize will be forfeited and an alternate winner may be selected at random from all remaining eligible qualifiers. If a potential winner cannot be contacted, fails to sign and return the required affidavit of eligibility and/or liability/publicity release within the required time period, or if a prize or prize notification is returned as undeliverable, the potential winner forfeits the prize.

5. CONDITIONS

a. Payments of all federal, state and local taxes are solely the responsibility of the winner. The winner will be required to complete and submit an IRS Form W-9 with the winner’s full Social Security Number or the equivalent for receipt of any prize valued at $600 or more or for any prizes awarded by the Station (or any other Emmis Radio station in Station’s market) in a calendar year with an aggregate value of $600 or more. Failure to submit a complete W-9 or equivalent will result in forfeiture of the prize. Such winnings of $600 or more will be reported to the IRS.

b. Entry and/or acceptance of prize constitutes permission for the Station, Cabo Wabo, LLC, their parents, subsidiaries, affiliates and divisions, and each of their agencies and related parties (the “Promotion Entities”) to use the entrant’s or winner’s name, address (city/state), voice, likeness for any advertising, trade or broadcasting purposes relating to the Promotion without additional financial or other compensation, worldwide and in perpetuity, in any and all forms of media, now known and hereafter devised. Further, each entrant or winner, by participating in this Promotion, grants to the Promotion Entities a non-exclusive license to use, reproduce, distribute, perform and display any audio or audiovisual materials submitted by entrant or winner (each, a “Video”), including, without limitation, for promotional purposes, for broadcast on Sponsor’s radio stations, for streaming and downloading on the Promotional Entities’ websites and for other business, publicity and other promotional purposes. Where legal, winners will be required to execute an Affidavit of Eligibility, a Liability Release and a Publicity Release ("Affidavit/Release") which must be returned within ten (10) days from receipt of notification.

c. Entrant, by participating in this Promotion, represent and warrant that he/she/it is the exclusive owner of the copyright and all other proprietary rights in the sound recordings and musical compositions contained in the Video submitted by entrant to Sponsor during the Promotion. Entrant further represents and warrants that he/she/it has the right to right to grant to any third party the right to use, reproduce, distribute, perform and display the Video submitted by entrant to Sponsor during the Promotion. Entrant by participating in this Promotion, agrees to release, indemnify and hold the Promotional Entities, and each of their respective owners, shareholders, members, directors, managers, officers, representatives, agents, agencies, employees, disc-jockeys, on-air personalities, insurers, attorneys, predecessors, successors, assigns and related parties (together with the Promotional Entities, the “Released Parties”) harmless against any and all claims, demands, costs, fees, causes of action and judgments (including reasonable third party attorneys fees) of any third parties arising out of the breach of any representation or warranty made by Entrant.

d. As consideration for entering the Promotion, all Participants agree to release, discharge and covenant not to sue the Released Parties each of their respective direct and indirect affiliates, divisions, parent and subsidiary companies, officers, employees, disc-jockeys, on-air personalities, shareholders, representatives, managers, members, directors, owners, agents, insurers, attorneys, predecessors, successors, and assigns thereof (collectively, the Released Parties), from and against all claims, damages, charges, injuries, losses, proceedings, suits, actions (including but not limited to tort actions, product liability actions, wrongful death actions, warranty actions, breach of contract actions, privacy and defamation actions, misappropriation of likeness actions, infringement actions, identity theft, loss of consortium claims), expenses and attorney fees that Participants or anyone on their behalf (including but not limited to their heirs, representatives or next of kin) have or might have for any death, injury, damage or claimed injury or damage or other claim arising out of, involving or relating to their participation in the Promotion, including, but not limited to, any claim that the act or omission complained of was caused in whole or in part by the strict liability or negligence in any form of the Released Parties. Participant further agrees that in any cause of action, the Released Parties’ liability will be limited to the cost of entering and participating in the Promotion, and in no event shall the Released Parties be liable for attorney’s fees. Participant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages.

e. Additionally, as consideration for entering the Promotion, all Participants agree to indemnify, hold harmless, and defend the Released Parties in any action or proceeding from and against all claims, damages, charges, injuries, losses, proceedings, suits, actions (including but not limited to tort actions, product liability actions, wrongful death actions, warranty actions, breach of contract actions, privacy and defamation actions, misappropriation of likeness actions, infringement actions, identity theft, loss of consortium claims), expenses and attorney fees that they or anyone on their behalf (including but not limited to their heirs, representatives or next of kin) have or might have for any death, injury, damage or claimed injury or damage or other claim arising out of, involving or relating to their participation in the Promotion or for their failure to comply with the terms of the above release provision. This agreement to indemnify, hold harmless and defend applies even if the act or omission complained of was allegedly caused in whole or in part by any of the Released Parties.

f. Released Parties shall have no liability from any and against any and all damages, losses or injury resulting in whole or in part, directly or indirectly from the prizes, performance in the Promotion, acceptance, possession, use or misuse of the prize(s), participation in the Promotion. Furthermore, Released Parties shall not be liable for any (i) incorrect, incomplete or inaccurate entry information; (2) human errors; (3) failures, omissions, interruptions, deletions or defects of any wireless network, telephone network, internet service, computer systems, servers, utility providers, or software; (4) Inability to send a text-message; (5) Identity theft; (6) tampering, destruction or unauthorized access to, or alteration of, entries or computer data; (7) network hackers or other unauthorized access to Sponsors' computer network; (8) data that is processed late or incorrectly or is incomplete or lost due to wireless network, telephone network, computer or electronic malfunction or traffic congestion on wireless or telephone networks; (9) printing errors; (10) equipment malfunctions and (11) late, misdirected, lost, misplaced, illegible, mutilated or postage-due entries. The Released Parties shall not be liable to Participants or winner or any other person for failure to supply the prizes or any part thereof, by reason of any acts of God, any actions(s) regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation, interruption of any kind, work slow-down, civil disturbance, insurrection, riot or any other cause beyond the Released Parties’ control. The Release Parties’ shall not be responsible for any cancellations, delays, diversions or substitutions or any act or omissions whatsoever.

g. If for any reason this Promotion cannot be executed as planned, including, but not limited to, as a result of infection by computer virus, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of the Station that corrupt or affect the security, administration, fairness, integrity or proper conduct of the Promotion, or if the Promotion is compromised or becomes technically corrupted in any way, electronically or otherwise, the Station reserves the right to cancel, terminate or modify the Promotion. If the Promotion is terminated before the original end date, the Station will select the winners by random drawing from among all eligible non-suspect entries received as of the termination time/date.

h. The Station, in its sole discretion, reserves the right to disqualify any person tampering with the entry process or the operation of the Station’s website. Failure to comply with the rules of the Promotion may result in a disqualification and/or forfeiture of any prize or prizes. If the Station makes a good faith determination that an entrant has cheated or committed fraudulent activity in connection with the Promotion, the Station reserves the right to disqualify that entrant from entering and/or winning future Promotions and to prosecute and seek damages to the fullest extent permitted by law.

i. The Station reserves the right to make changes in the rules of the Promotion, including, without limitation, the substitution of a prize of equivalent value, which will become effective upon announcement. If due to circumstances beyond the control of the Station, any competition or prize-related event or travel is delayed, rescheduled, postponed or cancelled, the Station reserves the right, but not the obligation, to cancel or modify the Promotion and shall not be required to award a substitute prize.

j. The Station is not responsible for typographical or other errors in the printing, the offering or the administration of the Promotion or in the announcement of a prize.

k. For a copy of these Official Rules, send a self-addressed stamped envelope for receipt by July 4, 2011 to “101.9 RXP Your Shot to Rock with Cabo Wabo Tequila 2011-Official Rules,” Attn: Promotions, WRXP-FM 395 Hudson Street, New York, NY 10014. For the names of the prize winners send a self-addressed stamped envelope for receipt by September 4, 2011 to the above address marked “101.9 RXP Your Shot to Rock with Cabo Wabo Tequila 2011– Winner List.” The Official Rules and the Winner List (when completed) shall also be available during regular business hours at the main offices of the Station and may be posted online at www.1019rxp.com.

l. This Promotion shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws principles. By entering the Promotion, Participants hereby submit to the jurisdiction and venue of the federal and state courts of New York and waive the right to have disputes arising out of the subject matter hereof adjudicated in any other forum. In no event, will any Participant be entitled to injunctive relief or equitable relief of any kind, or restrain the continuation of any Promotion.

6. PRIVACY

a. Unless prohibited by applicable law, Participant authorizes and irrevocably grants to Sponsors and other Released Parties (as defined above) permission to, from time to time, reference and discuss Participant and their participation in the Promotion on-air and/or on their website(s) in photographs, video recordings, digital images, audio recordings, as well as in publications, newsletters, news releases, other printed materials, and in materials made available on the Internet or in other media now known or hereafter developed for any purpose RXP and/or the Released Parties deem proper. Such reference and discussion may involve Participant's name and voice, and other personal/biographical material or their participation on-air.

Sponsors: WRXP-FM, 395 Hudson St. New York, NY 10014.