OFFICIAL RULES

THE FOLLOWING CONTEST IS INTENDED FOR PLAY IN THE UNITED STATES ONLY AND SHALL ONLY BE CONSTRUED AND EVALUATED ACCORDING TO UNITED STATES LAW. DO NOT ENTER THIS CONTEST UNLESS YOU ARE LOCATED IN THE UNITED STATES AT THE TIME OF ENTRY.

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR ABILITY TO WIN. VOID IN HAWAII AND ALASKA AND WHERE PROHIBITED. BY ENTERING, ENTRANT AGREES TO BE BOUND BY THESE OFFICIAL RULES AND THE DECISIONS OF THE JUDGES, WHICH SHALL BE FINAL IN ALL RESPECTS.

BY ENTERING THIS CONTEST, YOU AGREE THAT THE PERSONAL INFORMATION COLLECTED FROM YOU IN CONNECTION WITH THIS CONTEST MAY BE SHARED WITH CONTEST SPONSOR, CMG Strategy co., llc. ("SPONSOR"). SPONSOR'S USE OF YOUR PERSONAL INFORMATION IS SUBJECT TO SPONSOR'S PRIVACY STATEMENT ACCESSIBLE BY GOING TO WWW.CHIPOTLE.COM/PRIVACY-POLICY.

Eligibility: Chipotle Presents the Savor.Wavs Supermix Contest ("Contest") is open to legal residents of the 48 contiguous United States and the District of Columbia (excluding Hawaii and Alaska) who are thirteen (13) years of age or older as of date of entry. Minor entrants must have a parent's or legal guardian's permission to participate in this Contest. Employees, officers, directors, agents and representatives of Sponsor, SoundCloud Inc., teamDigital Promotions, Inc., their respective parents, subsidiaries, affiliates, advertising/promotion/fulfillment agencies and anyone else connected with the production and distribution of this Contest (hereafter "Released Parties"), suppliers, importers, wholesalers, distributors or retailers, and their immediate families (spouse, parent, child, sibling and their respective spouses, regardless of where they reside) and those living in their same household, whether or not related, are not eligible to enter or win. The judges of the Contest, professionals in the music industry and their immediate family members and/or members of the same household are also not eligible. Contest is void where prohibited by law. By entering, you agree to these Official Rules and the decisions of the judges, which are final and binding in all respects. All applicable federal, state and local laws and regulations apply.

Contest Description and Submission Period: The Contest submission period starts on 07/27/17 at 12:00:01 PM Eastern Time ("ET") and ends 08/17/17 at 11:59:59 PM ET (the "Contest Submission Period"). Participants are asked to first visit soundcloudcontests.com/chipotlesavorwavs to download any or all of the music stems (audio materials) provided by Sponsor ("Stems") embodying the composition entitled #Savorwavs previously recorded by the artist professionally known as "RZA" ("Artist") (individually and collectively, the "Work") and use the Stems to create an original audio remix solely with elements that are original to the entrant (each, a "Track", "Submission" and/or "Entry"). Once you have completed your Track, you must upload the Submission as directed in the How to Enter section. All eligible Tracks submitted during the Contest Submission Period that follow all of the steps outlined in the How to Enter section will be entered in the Contest.

How to Enter: To enter the Contest during the Contest Submission Period, 1) visit soundcloudcontests.com/Chipotlesavorwavs and log into your SoundCloud account (or create an account at soundcloud.com if you do not already have one). NOTE: There is no cost to create a SoundCloud account; 2) Once logged-in and after you have already created and finalized your original Track using the Stems referenced above, follow the instructions to fully complete the online entry form with all required information (including your date of birth) and follow the directions provided to upload your Track. Audio software tools may be used to create your Track however no audio software tools will be provided by The Released Parties. 3) The maximum length of submission should be three (3) minutes. By entering, entrants agree to be bound by the decisions of the judges and these Official Rules and to comply with all federal, state, and local laws and regulations.

If entering via mobile device, wireless Internet access fees may apply. Please consult your wireless carrier regarding your pricing plan. Not all cellular providers carry necessary service to enter via mobile website. Wireless Internet access is not available in all areas.

Submission Guidelines: Entrant's contribution to the Entry must be entrant's original, personal creation, in English and cannot have been previously exploited in any manner. Entry can be no longer than three minutes (3:00) in length Entry cannot defame or invade publicity and/or intellectual property rights or the privacy of any person, living or deceased, or otherwise infringe upon any copyrighted works or a person's personal or proprietary rights. Track must be public and must be tagged with #Savorwavs and #Contest. If the hashtags are omitted, your track will not constitute a valid entry in the Contest and it will be disqualified. Entries generated by script, macro or other automated means or deemed by the judges to be immoral, obscene, profane or not in keeping with the respective images of each Released Party (including the image of its Chipotle Mexican Grill brand) or in violation of these Official Rules will be void. By submitting an Entry, entrant hereby warrants and represents that the Entry conforms to the Entry Requirements set forth herein, including the following:

There is a limit of one (1) Entry per person for the duration of the Contest Submission Period. If multiple Entries are received by the same entrant, only the first Entry submitted by that entrant may qualify for entry in the Contest; subsequent Entries submitted by that entrant shall be disqualified. But, Sponsor reserves the right to declare all Entries void if Sponsor determines in its sole discretion that a given Entrant has engaged in repeated, egregious or blatant violations of the entry limit. Entry must be solely the original work of a single individual (other than the Stems); group, joint, or team Entries are strictly prohibited. In the event of non-compliance with any requirements specified herein or with any of the terms of these Official Rules, Entry will be void. In order to be entered into the Contest, contestants must comply with the registration instructions as outlined during the entry process. Each Entry must be complete and meet all criteria set forth in these Official Rules to be eligible. Once submitted, an Entry cannot be deleted, canceled, supplemented or modified. If Entry is longer than three (3) minutes, only the first 3 minutes will be judged.

By submitting an Entry, entrant acknowledges and agrees that Sponsor may obtain many Submissions in connection with this Contest, and that such Submissions may be similar or identical in idea, format or other respects to other Submissions and/or other Contests sponsored by the Sponsor or submitted for other reasons or other materials developed by or for the Sponsor; entrant further acknowledges and agrees that his/her Submission may be similar or identical in idea, format or other respects to material created by or for Artist. Entrant waives any and all claims entrant may have had, may have, and/or may have in the future, that any Submission and/or other works accepted, reviewed and/or used by Sponsor and/or Artist may be similar to his/her Entry, or that any compensation is due to entrant or any third party in connection with such Entry or other works used by Sponsor and/or Artist. Entries that appear to duplicate any other submitted Entries, in Sponsor's sole discretion, will be void and only the first Entry submitted (based on time/date) may be included in the Contest. But, Sponsor reserves the right to declare all Entries void if Sponsor determines in its sole discretion that a given Entrant has engaged in repeated, egregious or blatant violations of this entry restriction.

Released Parties are not responsible for lost, incomplete, late, damaged, garbled, undelivered, inaccurate, or misdirected Entries or Tracks; failures or malfunctions of phones, phone lines or telephone systems or other communications malfunctions; interrupted or unavailable network, Internet Service Provider (ISP), cable, satellite, server or other connections; miscommunications, failed computer hardware or software or other technical failures; garbled, lost, misrouted or scrambled transmissions; any error, omission, interruption, defect or delay in any transmission or communication; traffic congestion on the Internet or for any technical problem, including but not limited to any injury or damage to entrant's or any other person's computer or mobile device related to or resulting from participation in this Contest; printing, typographical or other errors appearing within these Official Rules or in any Contest-related advertisements or other materials; or other errors or problems of any kind whether mechanical, human, technical, electronic or otherwise, including, without limitation, errors that may occur in connection with the administration of this Contest, the processing or judging of Entries, the announcement of the Grand Prize winner. The use of automated entry or similar devices except as specifically set forth above is prohibited and entries submitted through such prohibited devices are void. By entering this Contest, entrants give their express permission to be contacted by Sponsor or its designated agents by email for Contest administration purposes only. In the event of a dispute as to the identity of the entrant, entrant will be deemed the primary account holder of the email address submitted at time of entry. The authorized account holder is defined as the natural person who is assigned an email address by an Internet access provider, an online service provider, or another organization that is responsible for assigning email addresses or the domain associated with the submitted email address. Proof (to Released Parties' satisfaction) of being the authorized account holder may be required by Released Parties.

Determination of the Grand Prize Winner:
All eligible Contest Entries received during the Contest Submission Period will be judged on the following criteria solely by the Sponsor: Originality & Creativity (passion, energy, vocal presentation) (33%), Mixing ability (the ability to smoothly integrate different song elements) (33%), and Brand Essence (ability to convey and complement the Brand's image) (34%) (collectively, the "Judging Criteria"). The highest ranked Contest Entry will be determined the Grand Prize winner, subject to verification of eligibility and compliance with these Official Rules. In the event of a tie, a separate tie-breaking judge or judging panel determined by Sponsor at Sponsor's sole discretion will re-judge the tied Contest Entries based on the above Judging Criteria. Grand Prize Winner will be announced on/about 8/25/17.

Grand Prize Winner Notification:
The potential Grand Prize winner (if minor, his/her parent or legal guardian) will be notified by email and will be required to respond within 48 hours of notification attempt. Potential Grand Prize winner (if minor, his/her parent or legal guardian) must execute and return an Affidavit of Eligibility, Liability and (where legal) Publicity Release within three (3) days of date of issuance of notification. While Sponsor and its designated agents will make commercially reasonable efforts to contact potential Grand Prize winner, the Released Parties and their designated agents expressly disclaim any and all liability in conjunction with same. Non-compliance with the foregoing or with these Official Rules in any way, the inability to contact the potential winner (as specified above), the potential winner's rejection of his or her prize or return of prize or prize notification as non-deliverable may result in disqualification and, at Sponsor's discretion, the awarding of the prize to the next runner-up, time permitting.

For the avoidance of doubt, participants who do not win the Grand Prize will not receive any prize or other compensation in conjunction with participation in the Contest.

Prize : One (1) Grand Prize: Fifty-Two (52) Chipotle Burrito cards. Each card is good for one (1) free burrito (up to a value of $10 each card) to be redeemed at any participating Chipotle Restaurant. Approximate Retail Value=$520. Prize is non-transferable and is not redeemable for cash. All prize details are at Sponsor's sole discretion. Chipotle Burrito cards are subject to the terms and conditions printed on the card. The Winner shall bear all risk of loss or damage to the prize after it has been delivered. Sponsor will not replace prize that is lost, stolen, or misdirected. The prize will be awarded "as is" without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Sponsor reserves the right to substitute a prize with one of comparable use should the advertised prize become unavailable for any reason.

Assignment of Rights In & To Tracks: You hereby represent that you have any and all rights necessary for you to participate in this Contest and that your Entry does not defame or invade publicity and/or intellectual property rights or the privacy of any person, living or deceased, or entity, or otherwise infringe upon any copyrighted works or any person's or entity's personal or proprietary rights of any kind. You hereby expressly waive any and all rights in and to the Stems, Work and Track, and any and all rights related thereto. You agree you shall not contest in any way, directly or indirectly, any party's claimed or actual rights in and to the Stems, Work and Track, and any and all rights related thereto, including but not limited to any musical elements embodied therein. You hereby irrevocably assign to Sponsor, any and all rights you may have in and to the Stems, Work and Track, any and all elements thereof and any and all rights related thereto (including any derivative rights). You hereby understand, acknowledge and agree that by participating in this Contest, any potential exposure of the Track constitutes full and adequate consideration for the aforementioned waiver and assignment of rights.

Miscellaneous: All federal, state, and local taxes and all other costs and expenses associated with acceptance and use of a prize not specified herein as being awarded are the winner's sole responsibility. Any tax payable on all or any part of prize shall be the sole responsibility of the winner. Entrant will not have the right to exploit in any way or in any manner the Entry, Stems and/or the Work or any part thereof other than by entrant's participation in this Contest in accordance with these Official Rules. Without limiting the foregoing, no elements of the Entry shall be exploited at any time by entrant or any person deriving rights through entrant other than by submitting same to Sponsor as part of this Contest. For the purposes of these rules, "exploit" shall mean to use or perform commercially, or to display, produce, or perform for a public audience, or to incorporate into another work for commercial use or public performance. By participating in this Contest, each entrant and the winner acknowledges and understands the terms of this Contest and agrees to be bound by these Official Rules and the decisions of the Sponsor and judges, which are final and binding, and 1) Attest that their Entry is solely his/her original, personal creation and that it meets all eligibility requirements set forth herein; 2) Understand that their Entry may be selected for potential use in future advertising and/or promotional materials by Sponsor and/or by Artist as the owner of their Entry and further understand that the use of their Entry in potential advertising and/or Contest efforts does not convey any status of any kind with respect to the Contest such as, but not limited to, selection as a Finalist or the winning Entry in the Contest or being the potential Grand Prize Winner; 3) Entrant warrants and represents that (s)he has no right, title or interest in any Stems within entrant's Entry; 4) The use and publication of an entrants Entry in connection with this Contest, in any manner by the Sponsor, does not signify that the entrant is a Contest finalist or prize winner. 5) Entrant confirms that any copyright that may subsist in the Entry and all other rights of every kind shall vest in Sponsor absolutely throughout the World for the full period of copyright and all renewals and extensions thereof and thereafter (in so far as possible) in perpetuity free of any claim by entrant or any third party and to the extent that the same are not vested in Artist on the making or creation thereof entrant hereby irrevocably assigns to Artist all right, title, and interest in the Entry (including, without limitation, the copyright) in any and all media whether now known or hereafter devised, in perpetuity, anywhere in the world, with the right to make any and all uses thereof, including, without limitation, for purposes of advertising or trade and/or for any other purpose in any media or format, online or offline, now or hereafter known without consideration (except as set forth in Assignment of Rights In & To Tracks, above), permission or notification from/to entrant or any third party; 6) The Released Parties and their designees have the right and permission (unless prohibited by law) to use entrant's name, voice, city/state of residence, Entry, photograph and/or other likeness for advertising, trade and/or for any other purpose in any media or format now or hereafter known without compensation, permission or notification, entrant hereby representing that use of any of the foregoing materials shall not violate the rights of any third parties and shall not violate any applicable federal, state or local laws or ordinances; and 7) Entrant will defend, indemnify and hold harmless Sponsor, Artist, the Released Parties and their respective successors, licensees and assigns and the licensors of each from and against any and all claims, obligations, damages, losses, expenses and costs including attorney's fees resulting from any breach of these Official Rules, the unauthorized use of the Entry, the Stems and/or the Work or any elements thereof as contemplated by these Official Rules as well as any liability, loss, injury or damage of any kind (including attorney's fees) to any person or entity including, without limitation, personal injury, death or damage to personal or real property, due in whole or in part, directly or indirectly, by reason of the acceptance, possession, use or misuse of the prize, participation in this Contest, or use of any entry-related materials. The Released Parties reserve the right, in their sole discretion, to modify, suspend, and/or terminate this Contest should virus, bugs, non-authorized human intervention or other causes corrupt or impair the administration, security, fairness or proper play of the Contest and, in the case of suspension or termination, at Sponsor's discretion, select the Prize winner (as described above) from among all eligible non-suspect Entries received prior to event requiring such termination or suspension.

Dispute Resolution: To the fullest extent permitted by law, as a condition of participating in this Contest, entrant agrees that (1) any and all disputes and causes of action arising out of or connected with this Contest, or the award of the prize, shall be resolved individually, without resort to any form of class action, and exclusively in United States District Court for Colorado or the appropriate Colorado State Court; and (2) entrant agrees to the personal jurisdiction of such courts and waives any right of change of venue, forum non conveniens or the like. Under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than entrant's actual out-of-pocket expenses (i.e., costs associated with participating in this Contest), and entrant further waives all rights to have damages multiplied or increased.

Choice of Law: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant and Sponsor in connection with the Contest, shall be governed by and construed in accordance with the substantive laws of the State of Colorado.

Winner's Name: For the name of the Grand Prize winner (available after 8/30/17), visit winners.teamdigital.com/Chipotlesavorwavs no later than 10/23/17 at 11:59:59 PM ET.

Sponsor:

CMG Strategy Co., LLC, 1401 Wynkoop St., Denver, CO 80202, www.chipotle.com