UNITED STATES - OFFICIAL CONTEST RULES

NO PURCHASE REQUIRED TO ENTER OR WIN. VOID WHERE PROHIBITED.

INTRODUCTION. This Red Hot Chili Peppers ("RHCP") Video Contest (the "Contest") gives participants the opportunity to compete to create the official video for the recording "Charlie" from Stadium Arcadium. The winner would win $5,000 and a trip to meet the Red Hot Chili Peppers ("RHCP"), and to see the RHCP perform live in Paris, France. These are the Official Rules for the Contest.

SPONSOR:
Warner Bros. Records Inc.
3300 Warner Boulevard
Burbank, California 91505

ELIGIBILITY. Contest is open to residents of the United States and its territories and possessions who are the age of majority in their territory of residence at time of entry. (Please see http://contests.warnerbrosrecords.com/rhcp/rules for applicable Contest Rules for your territory of residence.) Void where prohibited by law. Employees of Sponsor, the RHCP, YouTube, their affiliates, subsidiaries, advertising and promotion agencies and their immediate family members (defined as parents, children, siblings, spouse, and life partners) and/or those living in same household of each are not eligible to enter the Contest.

TO ENTER. The RHCP and Sponsor invite you make a music video ("Video") of the RHCP's recording of "Charlie" (the "Recording"). To enter the Contest, go to http://www.youtube.com/group/RHCPcontest during the Promotion Period (as defined below) and follow the instructions to upload your entry. Then go to http://contests.warnerbrosrecords.com/rhcp/ to register your entry with the required information, including your name, e-mail address and telephone number, as well as the title of the music video (the "Video") made and directed by you and embodying the RHCP musical recording entitled "Charlie" (the "Recording"). All Videos must be submitted in format(s) conforming to YouTube's technical requirements. By doing the above, each eligible entrant will be entered into the Contest and will qualify as a participant ("Participant").

All Videos submitted must, except for the Recording embodied therein, be the original work of Participant, must not have been previously exhibited, recorded or transmitted, and must not contain the trademarks, designs, copyrighted works, intellectual property, names, likenesses or images of any person or entity or otherwise infringe upon the copyrights, trademarks privacy, publicity or other intellectual property rights of any person or entity.

The Sponsor reserves the right, in its sole and unfettered discretion, to disqualify at any time during the Contest any Video that it believes may infringe on the rights of any third parties. All entries and Videos become the sole property of Sponsor and will not be returned.

In the event of a dispute, all electronic entries will be deemed made by the authorized account holder of the e-mail address submitted at time of entry. (Submission of an e-mail address, for purposes of this paragraph, means either direct submission of Participant's e-mail address or the uploading of the Video from an authorized YouTube account associated with a given e-mail address.) The authorized account holder is deemed to be the natural person who is assigned to an e-mail address by an Internet access provider, online service provider or other organization that is responsible for assigning e-mail addresses or the domain associated with the submitted e-mail address. Limit one (1) entry per person and per e-mail address. More than one (1) entry from any person or from any e-mail address will void all entries from that person or e-mail address, as applicable. Any attempt by a person to enter more than once with multiple email accounts will result in disqualification. A potential winner may be requested to provide Sponsor with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry.

USE OF VIDEOS. Sponsor shall have an irrevocable, perpetual, universe-wide, fully paid-up and royalty-free license to copy, excerpt, edit and repurpose all Videos submitted which meet the specified requirements (including, without limitation, by means of digitizing or otherwise encoding all submitted Videos), and to use, re-use, publish, re-publish and otherwise exploit such Videos in whole or in part, individually or in conjunction with other photographs or images, in any and all media now known or hereafter devised and for any purpose whatsoever, including, without limitation, for use in advertising, promotion and trade and on merchandise, throughout the universe and to use the name, likeness and photograph of each Participant in connection therewith if Sponsor so chooses in its sole discretion without any additional compensation to Participant. Each Participant agrees that they will not be compensated for submitting any Video. Only Videos which are submitted in accordance with all applicable rules governing this Contest will be eligible for selection.

TIMING. The Contest begins at 12:00 a.m. Pacific Standard Time on March 5, 2007, and ends at 12:00 a.m. Pacific Daylight-Saving Time on April 20, 2007 (the "Promotion Period"). Entries received prior to or after the Promotion Period are disqualified.

USE OF DATA. Sponsor will be collecting personal data about participants (including, without limitation, e-mail addresses) when they enter the Contest. All data will be collected in the United States. By participating in the Contest, entrants hereby agree to that all personal information collected by Sponsor may be used in accordance with and subject to Sponsor's Privacy Policy http://www.warnerbrosrecords.com/privacy.php.

AGREEMENT TO OFFICIAL RULES. Participation in the Contest constitutes entrant's full and unconditional agreement to and acceptance of these Official Rules and Sponsor's Privacy Policy http://www.warnerbrosrecords.com/privacy.php and willingness to be contacted by telephone and/or email. If any provisions of these Official Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect.

SELECTION OF POTENTIAL WINNER. All eligible Videos will be judged by the Sponsor based on the following equally weighted judging criteria: originality and quality of the Video. In the event of a tie, the entrant with the highest score in originality will be declared the winner. If this process still results in a tie, the tied Videos will be rejudged against each other and the Video receiving the highest overall score will be declared the winner. Judging will take place after the Promotion Period on or before April 27, 2007.Potential winner must comply with all terms and conditions set forth in these Official Rules and winning is contingent upon fulfilling all requirements. Winner must be available to travel on the dates specified by Sponsor to attend the RHCP performance on July 6, 2007 in Paris, France.

The potential winner will be notified by e-mail or telephone on or about April 30, 2007. If a potential winner cannot be contacted or does not respond within 48 hours of Sponsor's first attempt to contact such potential winner, the next highest scoring entrant will be declared the potential winner.

PRIZE. The Grand Prize winner ("Winner") will receive $5,000 and a 4-day/3-night trip to Paris, France to attend the RHCP concert taking place on July 6, 2007. Prize includes round-trip economy class air transportation from the major airport nearest winner's home, hotel accommodations (single occupancy room), and an opportunity to meet the band. (collectively the "Prize").

The Prize is subject to the following material conditions and restrictions:

Any required federal, state and local taxes related to the Prize are the sole responsibility of the Winner. All other expenses and costs, not expressly listed above, including but not limited to, meals, taxes, tips, entertainment, transfers, and transportation to airport, to and from home residence, and any other expense or cost, not expressly included above, are the Winner's sole responsibility. Winner must travel on date designated by Sponsor. Dates of departure and return are subject to change at Sponsor's sole discretion. It is each traveler's responsibility to secure all required travel documents prior to travel (e.g. valid passport and/or visa). In the event the concert is cancelled or postponed for any reason, Sponsor reserves the right to award the remainder of the prize with no further obligation to the winner. No transfer or substitution of the prize is permitted. Approximate value of Prize: $8,000.00.

IN THE EVENT WINNER CANNOT TRAVEL TO THE VENUE IN PARIS, FRANCE TO ATTEND THE RHCP CONCERT ON JULY 6, 2007, WINNER FORFEITS THE PORTION OF THE PRIZE INVOLVING TRAVEL AND THE OPPORTUNITY TO MEET RHCP PRIZE AND IS NOT ENTITLED TO ANY COMPENSATION. NO CASH OR OTHER SUBSTITUTIONS ARE PERMITTED, EXCEPT BY SPONSOR, WHO RESERVES THE RIGHT TO SUBSTITUTE THE PRIZE WITH ONE OF EQUAL OR GREATER VALUE.

Potential winner may be required to execute and return a Declaration of Eligibility and Liability/Publicity Release, and must deliver a finished high-resolution master of the Video, within THREE (3) days of first attempted notification. Noncompliance within this time period may result in disqualification. Return of any prize notification as undeliverable may result in disqualification and selection of an alternate winner.

CONDITIONS OF WINNING: By participating in this Contest, each Participant hereby warrants and represents that the Video entered, created or submitted by such Participant shall not infringe the rights of any person or entity, and that such participant has obtained all permissions, licenses and rights required (other than the right to use the Recording, which is granted to such Participant hereunder solely for the purposes of and in strict accordance with the rules of this Contest) to lawfully participate in this Contest. Without limiting the generality of these Official Rules, Winner shall irrevocably grant, transfer, convey and assign to Sponsor the entirety of the rights in and to the Video and all renewals and extensions of copyright, and the right to secure copyright registrations thereto in perpetuity including, without limitation, the rights to use the Video for any and all purposes in any and all media whether now known or hereafter developed, throughout the universe, in perpetuity. Winner accepts and acknowledges that Sponsor shall not be obligated to use the Video and that Sponsor in its sole discretion shall have the right to refrain from using the Video. Sponsor shall not incur any liability whatsoever to the extent Sponsor chooses to refrain from any exploitation of its rights hereunder. In this connection, Winner will indemnify Sponsor and any licensee of Sponsor against all claims, damages, liabilities, and expenses (including reasonable counsel fees and legal expenses) arising out of any breach of these terms.

GENERAL CONDITIONS. The Contest is governed by the laws of the United States and the State of California and participants in the Contest hereby consent to the exclusive jurisdiction of those laws for any causes or controversies arising out of the Contest. Each participant waives any and all objections to jurisdiction and venue in these courts. All national, federal, state and local laws and regulations apply. Void where prohibited.

Except where prohibited by law, Winner grants to Sponsor and its advertising agencies the right to use and publish Winner's photo, proper name, likeness, voice, opinions, biographical information and state in any media to promote Sponsor and the Contest without additional compensation.

By entering, participants release and hold harmless Sponsor, RHCP, their respective subsidiaries, affiliates, directors, officers, employees and agents from any and all liability for any injuries, loss or damage of any kind arising from or in connection with the Contest or receipt or use and/or misuse of any prize, except to the extent that any death or personal injury is caused by the negligence of the Sponsor.

Sponsor reserves the right to cancel or modify the Contest if fraud or any other factor impairs the integrity of the Contest as determined by Sponsor in Sponsor's sole discretion.

If, in Sponsors opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Contest, or if technical difficulties compromise the integrity of the Contest, the Sponsor reserves the right in its sole discretion to void any entries at issue (including disqualifying any individual who tampers with the entry process), and to cancel, terminate, modify or suspend the Contest, in whole or in part, at any time without notice.

Sponsor is not responsible for any incorrect, inaccurate, illegible, incomplete, lost, late, damaged, destroyed, misdirected or unintelligible entries or information, which will be disqualified, or for failed, partial or garbled computer transmissions, whether caused by the website users or by any of the equipment or programming associated with or utilized in the Contest or by any technical or human error which may occur in the processing of submissions in the Contest for reasons which are beyond the Sponsor's control. Sponsor does not assume responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries for reasons which are beyond the Sponsor's control. Sponsor is not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line-systems, servers or providers, computer equipment, software or failure of email on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to participants or to any other person's computer related to or resulting from participating in the Contest except to the extent that any death or personal injury is caused by the negligence of the Sponsor.

CAUTION: ANY ATTEMPT BY A PARTICIPANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

WINNER'S ANNOUNCEMENT. Contest results and a copy of these Official Rules may be obtained by sending a self-addressed, stamped envelope to: "You Direct! Red Hot Chili Peppers Video Contest", Warner Bros. Records Inc., 3300 Warner Boulevard, Burbank, CA 91505. Results will be available after April 27, 2007. Requests for results must be received by May 25, 2007.