THE VERGE MUSIC AWARDS

Rules and Regulations
July 2008

The Verge Music Awards is sponsored by XM Canada™. XM Canada™ is a registered business name of Canadian Satellite Radio Inc. Whenever we refer to 'we,' 'our,' 'us' or 'xmradio.ca' in these Rules and Regulations (the “Rules”) we are referring to XM Canada™ and its affiliates.

The Verge Music Awards will be run in accordance with these Rules, subject to applicable federal, provincial and municipal laws and regulations. The Rules are subject to change without notice in order to comply with any federal, provincial and municipal laws, as applicable. All issues and questions concerning the construction, validity, interpretation and enforceability of the Rules or the rights and obligations as between the Prize Winners (as defined below) and XM Canada™ shall be governed by and construed in accordance with the laws of the province of Ontario including procedural provisions without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other jurisdiction’s laws.

These Rules incorporate by reference our Terms of Use, which apply to everyone who accesses and uses our Website. We reserve the right to change the Terms of Use without notice. You may view our current Terms of Use at http://www.xmradio.ca/about/terms-of-use.cfm.

1) Eligibility:

a) Eligible Artists

Artist of the year will be selected from among the 150 Artists in regular rotation on the Verge between June 1, 2007 and June 30, 2008 (“Eligible Artists”). There is no submission process or entry fee.

b) Eligible Albums

Album of the year will be selected from the 73 Albums released and played in regular rotation on the Verge between June 1, 2007 and June 30, 2008 (“Eligible Albums”). There is no submission process or entry fee.

2) Additional Interpretations:

Any additional interpretations of the Rules shall be at the sole discretion of The Verge Music Awards and XM Canada™. XM Canada™ reserves the right to make the final decision in respect of any and all matters concerning The Verge Music Awards, including, but not limited to the determination of Eligible Artists, Eligible Albums, voting eligibility and Prize Winners. All rulings are final.

3) Selection Process

a) Voting.

There is no submission process. Prize Winners are selected from among Eligible Artists and Albums, for their respective category by a combination of online voting by XM Canada™ listeners (“Online Voters”) and final determination by a jury appointed by management of XM Canada™ (the “XM Jury”). Online votes count for 50% of the total vote for each category. XM Jury votes count for the other 50% of the total vote for each category.

b) Online Voting Eligibility.

By submitting a vote for The Verge Music Awards through our Website, you warrant that: c) How to Vote Online.

XM Canada™ listeners may vote online for Artist of the Year and Album of the year by going to www.xmradio.ca and submitting their votes. NO PURCHASE NECESSARY TO VOTE ONLINE. Limit of one (1) vote per person (identified by IP address), per category. Online Voters agree that their participation in The Verge Music Awards will be in compliance with the Rules, our Website’s Terms of Use and applicable laws. If the identity of an Online Voter is disputed, the individual assigned the Internet Protocol (IP) address associated with the online voting submission will be deemed to be the Online Voter. Online voting will commence on July 17, 2008 and ends September 1, 2008.

d) Indemnification by Online Voters.

By submitting a vote online, Online Voters release and hold harmless XM Canada™, their affiliates and respective directors, officers, owners partners, employees agents, dealers, representatives, successors and assigns (the Releasees) from any and all liability for any injuries, loss or damage of any kind to the Online Voter or any other person, including personal injury, death, or property damage, resulting in whole or in part, directly or indirectly, from online voting, or any breach of the Rules.

e) Limitation of Liability.

XM Canada™ is not responsible for any incorrect or inaccurate information whether caused by any equipment associated with or utilized in the Online Voting or by any technical or human error which may occur in the administration of The Verge Music Awards. XM Canada™ assumes no responsibility for any error, omission, theft or destruction or unauthorized access to, or alteration of, Online Votes. Nor is responsibility assumed for printing errors appearing in these Rules or related Verge Music Awards materials. Online Voters assume liability for injuries caused or claimed to be caused by voting online or otherwise participating in The Verge Music Awards. XM Canada™ assumes no responsibility or liability in the event that the Verge Music Awards cannot be conducted as planned, for any reason, including those reasons beyond the control of XM Canada™, including Acts of God, war or terrorism, weather conditions, strike, lock-out or other labor dispute and other reasons such as tampering, unauthorized intervention, fraud, technical failures, or corruption of the administration, security, fairness, integrity or the proper conduct of The Verge Music Awards.

f) XM Jury

XM Canada™ reserves the right to appoint, in its sole discretion, the members of the XM Jury.

4) The Verge Music Awards Prize Money:

a) Prizes.

The Verge Music Awards prizes will be announced live on The Verge XM52 on September 24, 2008.

For the Artist of the Year category, the winning band or artist or group will receive CND$25,000.

For the Album of the Year category, the winning band or artist or group will receive CND$25,000.

b) Release.

Prizes must be accepted as awarded and cannot be transferred, assigned or substituted. Each Prize Winner will be required to execute and return a legal agreement and release (“Release”) that confirms Winner’s: i) eligibility; ii) acceptance of the Prize, as offered; (iii) release of each of XM Canada™ and its parent company, subsidiaries, affiliates and/or related companies and each of their employees, directors, officers, suppliers, agents, sponsors, administrators, licensees, representatives, advertising, media buying and promotional agencies (collectively, the “Releasees”) from any and all liability for any loss, harm, damages, cost or expense arising out of participation in The Verge Music Awards, participation in any related activity or the acceptance, use, or misuse of any Prize, including but not limited to costs, injuries, rights of publicity or privacy, defamation, or portrayal in a false light, or from any and all claims of third parties arising therefrom; and (iv) grant to XM Canada™ and The Verge Music Awards the unrestricted right, in their discretion, to produce, reproduce, publish broadcast, communicate by telecommunication, exhibit, distribute, adapt, and otherwise use or re-use the Winner’s name, photograph, likeness, and biography, in any and all media now known or hereafter devised, in connection with The Verge Music Awards and the promotion and exploitation thereof. Each Prize Winner must provide the executed Release in order to collect the applicable Prize.

5) General.

XM Canada™ reserves the right to terminate, withdraw amend or suspend The Verge Music Awards (and/or any aspect thereof, including methods for selection of the Prize Winners), in whole or in part, at any time without notice for any reason, without liability, at their sole discretion. In the event a substitute prize is awarded, such prize must be accepted as awarded and cannot be exchanged for cash or otherwise.

6) Privacy.

Our use of any personal information you provide us through the XM Canada™ Website will be governed by our Privacy Policy. You may view our current Privacy Policy at http://www.xmradio.ca/about/privacy-policy.cfm.