DIRECTV NASCAR® HEAD2HEAD KNOCKOUT
OFFICIAL RULES

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

OPEN TO ALL ELIGIBLE LEGAL RESIDENTS OF THE 50 UNITED STATES/DISTRICT OF COLUMBIA, 18 YEARS AND OLDER AS OF DATE OF ENTRY. RESIDENTS OF PUERTO RICO ARE NOT ELIGIBLE TO ENTER OR WIN.

1. ELIGIBILITY:

The "DIRECTV NASCAR® Head2Head Knockout" (the "Knockout") is open only to legal residents of the 50 United States and District of Columbia who are at least 18 years old as of the date of entry (each an "Entrant"). Each Entrant must be the rightful owner of the e-mail address identified in the Entrant's entry at the time of registration. Residents of Puerto Rico are ineligible to enter or win. Officers, directors, shareholders, agents, members, assigns and employees of DIRECTV, Inc. ("Sponsor"), Fox Sports Interactive Media, LLC ("FSIM"), NASCAR, Inc., Just Marketing International, PrizeLogic, LLC ("PrizeLogic"), Turner Broadcasting, each of their respective parent, subsidiary and affiliate companies and any NASCAR®-sanctioned racing team employee or member, suppliers and other individual or entities associated with the development, administration, fulfillment or supply to this program (collectively, the "Released Parties"),and the members of each of the aforementioned's household, whether or not related, and immediate family (spouse, parents, siblings, children, "steps" of each, and each of their household members) are ineligible to enter or win.

2. BRIEF KNOCKOUT OVERVIEW:

Entrants will participate for a chance to be the "Perfect Bracket" Winner and receive One Million Dollars ($1,000,000), payable in an annuity as described in Rule 5 below, by correctly selecting all of the applicable "Winning Head2Head Drivers" and the exact final finishing positions for each of the Fourth Round "Winning Head2Head Drivers", as described in Rule 4 below, and answering all of the Tie-Breaker questions. Additionally, for each correct Winning Driver selected in each round, an Entrant will receive a set number of points, i.e. First Round - 20 points; Second Round - 40 points; Third Round - 80 points; Fourth Round - 160 points. The maximum number of points an Entrant can obtain is 1,120 points. The Entrants with the greatest number of points will be eligible to win, respectively, the First Prize, a 2010 Ford® Mustang®; the Second Prize, a 42" flat screen television; or the Third Prize, a pair of general admission tickets to attend 2011 NASCAR®-sanctioned race. Such prizes, and their availability, are more specifically described in Rules 5 and 6 below. In the event that more than one Entrant has submitted a perfect Pick Sheet as defined in Rule 6 below, The Tie-Breaker Criteria stated in Rule 7 below will be applied to select the one (1) potential Perfect Bracket Winner. THE KNOCKOUT IS DEVISED AS A NON-GAMBLING PROMOTION and is intended solely for entertainment purposes.

3. HOW TO ENTER THE KNOCKOUT:

The Knockout registration period begins April 10, 2010 at 7:00 P.M., Eastern Time ("ET") and ends April 18, 2010 at 3:00 P.M., ET ("Knockout Period"). To participate in the Knockout, you must go to www.msn.foxsports.com/directv (the "Website") during the Knockout Period and (a) register by submitting all of the required information, including, but not limited to, name, valid email address, telephone number and date of birth; and (b) complete a Pick Sheet, as described in Rule 4 below.

4. HOW TO PARTICIPATE IN THE KNOCKOUT:

After you have successfully registered during the Knockout Period, you will be automatically directed to an on-line screen ("Pick Sheet") that displays brackets that have been pre-populated with the names of the NASCAR Sprint Cup Series™ drivers (each, a "Driver", collectively, the "Drivers"), as selected by the Knockout Selection Committee, who will be competing among themselves on April 18, 2010, on-track, in the Samsung® Mobile 500 at the Texas Motor Speedway (First Round). The Knockout Selection Committee consists of DIRECTV executives and Fox Sports executives. Thirty-two (32) Drivers will compete in the First Round. The brackets will be divided into four segments (each on a separate on-line screen). Each segment shall be referred to as a "Turn" and each Turn will include: (i) four (4) Driver pairings for the First Round, (ii) two (2) Driver pairings for the Second Round - the Aaron's 499 to be held April 25, 2010 at Talladega Superspeedway, (iii) one (1) Driver pairing for the Third Round - the Crown Royal® Presents Heath Calhoun 400 to be held May 1, 2010 at the Richmond International Raceway, and (iv) a selection for the Winning Driver from the applicable Turn to move on to the Fourth and final Round - "The Fastest Four", the Southern 500, to be held May 8, 2010 at Darlington Raceway. (A) First Round - Samsung Mobile 500: To participate in the First Round of the Knockout, an Entrant must decide which of the paired Drivers in each Turn will finish ahead of the other paired Driver in the Samsung Mobile 500, and click on the name of that driver ("First Round Winning Head2Head Driver"). The Entrant must select a winning driver in each of the sixteen (16) brackets. An Entrant will receive twenty (20) points for each correct First Round Winning Head2Head Driver s/he has selected. (B) Second Round- Aarons 499: To participate in the Second Round of the Knockout, an Entrant must decide which of the paired Drivers in each Turn will finish ahead of the other paired Driver in the Aarons 499 Race, and click on the name of that driver ("Second Round Winning Head2Head Driver"). The Entrant must select a winning Driver in each of the eight (8) brackets. An Entrant will receive forty (40) points for each correct Second Round Winning Head2Head Driver s/he has selected. (C) Third Round - Crown Royal Presents Heath Calhoun 400: To participate in the Third Round of the Knockout, an Entrant must decide which of the paired Drivers in each Turn will finish ahead of the other paired Driver in the Crown Royal Presents Heath Calhoun 400 Race, and click on the name of that Driver ("Third Round Winning Head2Head Driver"). The Entrant must select a winning Driver in each of the four (4) brackets. An Entrant will receive eighty (80) points for each correct Third Round Winning Head 2Head Driver s/he has selected. (D) Fastest Four Fourth Round - Southern 500: To participate in the Fourth Round of the Knockout, an Entrant must decide the exact final finishing position for each of his/her four (4) selected Third Round Winning Head2Head Drivers (the "Fastest Four") among all drivers participating in the Southern 500 and enter their respective final finishing positions in each of the four (4) boxes; and answer all of the Tie-Breaker questions. An Entrant will receive one hundred sixty (160) points for correctly selecting the Driver who has the best final finishing position of the Fastest Four in the Southern 500. Your Pick Sheet must be completely filled out and submitted in accordance with these Official Rules or it will be disqualified and ineligible. Pick Sheets that have been submitted may be changed or modified until the end of the Knockout Period. Only one (1) Pick Sheet may be submitted per Entrant regardless of email address used. Pick Sheets must be submitted prior to the end of the Knockout Period. IMPORTANT: The selection of a Head2Head Driver shall constitute the Entrant's selection of any potential driver substituted by the originally selected Driver's official race team. NASCAR's rules for sanctioning NASCAR Sprint Cup Series™ races will determine and control regarding all issues of driver disqualification, finishing positions, dropping of yellow caution flags, Official Race Results, etc.

5. DETERMINATION OF WINNERS, PRIZES, & ODDS OF WINNING:

(A) Determination of Perfect Bracket Winner: In order to be eligible to be a potential Perfect Bracket Winner, an Entrant must have submitted a perfect Pick Sheet, i.e. a Pick Sheet that contained the correct Winning Head2Head Drivers in each bracket for each of the above Rounds and contained the correct final finishing positions for each of the Fastest Four Drivers in the Fourth Round - Southern 500. Pick Sheets that contained one (1) or more incorrect selections or finishing positions will not be eligible to be a Perfect Bracket Winner. In the event that more than one Entrant has submitted a perfect Pick Sheet as described in Rule 6 below, the Tie-Breaker Criteria stated in Rule 7 below will be applied to select the one (1) potential Perfect Bracket Winner. Perfect Bracket Prize: The Perfect Bracket Winner will receive as the Perfect Bracket Prize One Million Dollars ($1,000,000), payable as described below. The Perfect Bracket Prize Winner may choose to receive the $1,000,000 either (a) in the form of a forty (40) year annuity that will pay out Twenty Five Thousand Dollars ($25,000) each year for forty (40) years without interest or (b) the amount of $473,583.52 payable in one (1) lump sum cash payment which is the estimated net present value of the above described forty (40) year annuity as of 1/1/10. In no event will more than one (1) Perfect Bracket Prize be awarded and The Perfect Bracket Prize will only be awarded in the event that an Entrant submits a "Perfect Bracket." The potential Perfect Bracket Winner will be notified on or about May 21, 2010 by email or telephone and will be required to sign and return a notarized Affidavit of Compliance/Eligibility & Publicity/Liability Release, as allowed by law, by the date specified in the notification of winning. The potential Perfect Bracket Winner must also provide his/her Social Security Number for tax reporting purposes and elect how s/he wishes to receive the Perfect Bracket Prize. The Perfect Bracket Winner will also receive an IRS Form 1099 in the actual amount of the Perfect Bracket Prize received in a given year. If the Perfect Bracket Winner is a minor in his/her state of residence, all required documents must be signed by his/her parent/legal guardian. If there is a Perfect Bracket Winner, s/he will not be eligible for any prizes for the Most Points Accumulated. (B) Determination of Most Points Accumulated Winners: The Entrant who accumulated the greatest number of points throughout the Knockout for selecting the Winning Head2Head Drivers in the various brackets will be selected as the potential First Place Winner and will receive the First Place Prize. Similarly, the Entrant who accumulated the second greatest number of points throughout the Knockout for selecting the Winning Head2Head Drivers in the various brackets and the Entrant who accumulated the third greatest number of points throughout the Knockout for selecting the Winning Head2Head Drivers in the various brackets will be the respective potential Second and Third Place Winners and will receive the Second Place and Third Place Prizes respectively. In the event that more than one (1) Entrant has accumulated the greatest, second greatest, or third greatest number of points throughout the Knockout, the winning Entrant will be determined based on the Tie-Breaker Criteria as described in Rule 7. If it is not necessary to apply the Tie-Breaker Criteria to select the First, Second or Third Place Winners, then the Entrants who have respectively accumulated the greatest, second and third greatest number of points throughout the Knockout will be deemed to be the potential winners of the respective prizes. (i) First Place Prize: The First Place Winner will receive a special edition 2010 ROUSH® Stage 3™ 2010 Ford® Mustang®, featuring 540 horsepower and a 510 lb.-ft torque, including the payment by Sponsor of sales tax, title, license, registration and delivery fees associated with this prize (ARV: $75,474.00). All expenses not described as part of the First Place Prize, including but not limited to, insurance, options/upgrades, all federal, state and local taxes other than sales tax are solely the responsibility of the First Place Winner. The First Place Winner must provide a valid driver's license and proof of insurance upon delivery of and take delivery of at a location designated by Sponsor within eight (8) weeks of notification, or the First Place Prize will be forfeited in its entirety, and Sponsor shall have no further responsibility to the First Place Winner. Other restrictions may apply. If, for any reason whatsoever, the First Place Winner should decide not to accept the First Place Prize, it will be forfeited in its entirety and Sponsor shall have no further responsibility to the First Place Winner. SPONSOR MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE FIRST PLACE PRIZE Illustrations, images and depictions of the First Place Prize are for promotional purposes only, and the actual First Place Prize received by the First Place Winner may differ. The potential First Place Winner will be notified on or about May 26, 2010 by email or telephone and will be required to sign and return a notarized Affidavit of Compliance/Eligibility & Publicity/Liability Release, as allowed by law, by the date specified in the notification of winning. The potential First Place Winner must also provide his/her Social Security Number for tax reporting purposes. The First Place Winner will also receive an IRS Form 1099 in the actual retail value of the First Place Prize. If the First Place Winner is a minor in his/her state of residence, all required documents must be signed by his/her parent/legal guardian. (ii) Second Place Prize: The Second Place Winner will receive a 42" flat screen television, the make and model of which will be as designated by Sponsor, in its sole discretion (ARV: $1,299). The potential Second Place Winner will be notified on or about May 26, 2010 by email or telephone and will be required to sign and return a notarized Affidavit of Compliance/Eligibility & Publicity/Liability Release, as allowed by law, by the date specified in the notification of winning. The potential Second Place Winner must also provide his/her Social Security Number for tax reporting purposes. The Second Place Winner will also receive an IRS Form 1099 in the actual retail value of the Second Place Prize. If the Second Place Winner is a minor in his/her state of residence, all required documents must be signed by his/her parent/legal guardian. All taxes and fees associated with acceptance of this Prize are solely the responsibility of the Second Place Winner. (iii) Third Place Prize: The Third Place Winner will receive a pair of general admission tickets to attend a 2011 NASCAR®-sanctioned race of the Third Place Winner's choice, subject to availability (ARV: $250). The potential Third Place Winner will be notified on or about May 26, 2010 by email or telephone and will be required to sign and return a notarized Affidavit of Compliance/Eligibility & Publicity/Liability Release, as allowed by law, by the date specified in the notification of winning. If the Third Place Winner is a minor in his/her state of residence, all required documents must be signed by his/her parent/legal guardian. All taxes and fees associated with acceptance of this Prize are solely the responsibility of the Third Place Winner. All expenses not described as part of the prize, including but not limited to travel, lodging, parking passes and meals are the sole responsibility of the Third Place Winner. NOTE: In the event that more than one Entrant has submitted a perfect Pick Sheet necessitating the application of the Tie-Breaker Criteria described in Rule 7 below to select the one (1) Perfect Bracket Winner, one (1) or more of the above described Prizes (depending on number of perfect Pick Sheets submitted) will be awarded to Entrants who have submitted a perfect Pick Sheet but were not selected as the Perfect Bracket Winner after application of the Tie-Breaker Criteria. See Rule 6 for further details. (C) Odds of Winning: The odds of winning the Perfect Bracket Prize depend upon the number of Perfect Pick Sheets submitted and the results of the Tie-Breaker Criteria stated in Rule 7 that will be utilized in the event that more than one (1) Perfect Pick Sheet is submitted The odds of winning either the First, Second or Third Place Prize depend on the number of points accumulated by eligible Entrants in the Knockout, the number of Entrants, and the number of Entrants who have submitted perfect Pick Sheets. Regardless of prize won, other than as expressly stated above, prizes are not redeemable for cash, and may not be transferred, assigned or substituted except by Sponsor, with one of equal or greater value. Sponsor may, at its sole discretion, disqualify and select an alternate potential winner if: (a) a potential winner fails to respond to notification within the time specified by Sponsor; (b) the return of notification as undeliverable; (c) a potential winner's failure to provide Sponsor with satisfactory proof of age, identity and residency; (d) a potential winner's failure to execute and return a required Affidavit of Eligibility/Compliance (including, without limitation, providing his/her respective Social Security Number for tax purposes) and a Liability/Publicity Release by the return date specified by Sponsor, regardless of the cause of such failure; or (e) any other non-compliance with the Official Rules. Tickets are subject to the standard rules and procedures of the applicable track(s) and promoter(s).

6. AWARDING OF PRIZES IN THE EVENT OF A TIE:

If two (2) Entrants have each submitted a perfect Pick Sheet, the Tie-Breaker Criteria described in Rule 7 below shall be applied to determine which Entrant shall be deemed to be the Perfect Bracket Winner and the other Entrant shall receive the First Place Prize. If three (3) Entrants have each submitted a perfect Pick Sheet, the Tie-Breaker Criteria described in Rule 7 below shall be applied to determine which Entrant shall be deemed to be the Perfect Bracket Winner and which of the other two (2) Entrants shall receive the First and Second Place Prizes, respectively. If four (4) Entrants have each submitted a perfect Pick Sheet, the Tie-Breaker Criteria described in Rule 7 below shall be applied to determine which Entrant shall be deemed to be the Perfect Bracket Winner and which of the other three (3) Entrants shall receive the First, Second and Third Prizes, respectively. In no event will more than one (1) First, Second or Third Place Prize be awarded. In the event that more than four (4) perfect Pick Sheets are submitted, the Tie-Breaker Criteria will determine which Entrants receive the Perfect Bracket Prize, First Prize, Second Prize and Third Prize and the remaining Entrants who submitted a perfect Pick Sheet will not receive a prize.

7. TIE-BREAKER CRITERIA:

The following criteria, in order, will be used to break a tie and determine the potential winner in the event that more than one (1) Entrant has submitted a perfect Pick Sheet or in the event that more than one (1) Entrant has the same number of most accumulated points as described in Rule 5 above: (A) Number of Yellow Caution Flags: The Entrant's correct selection of the total number of yellow caution flags ("FLAGS") that will have been dropped during the Fourth Round of the Knockout will be applied to determine the potential winner of the tie. If no Entrant has correctly selected the exact number of Flags that were actually dropped, the potential Perfect Bracket Winner will be deemed to be the Entrant who selected the number of Flags closest to the actual number of Flags dropped. For example: (i) if ten (10) Flags were dropped and no Entrant selected ten (10) Flags; however, one(1) Entrant selected nine (9) Flags and another Entrant selected eight (8) Flags, the Entrant who selected nine (9) Flags would be deemed the winner of the tie; (ii) if ten (10) Flags were dropped and no Entrant selected ten (10) Flags; however one (1) or more Entrants selected nine (9) Flags and one (1) or more Entrants selected eleven (11) Flags, Tie-Breaker Criteria (B) would be applied. (B) Margin of Victory: If a tie still remains after application of Tie-Breaker (A) above, an Entrant's correct selection of the time difference, in seconds, expressed to the third decimal place (e.g. 1.005 seconds), between the winning first place driver and the second place driver in the Fourth Round Race will be used to determine the potential Perfect Bracket Winner. If no Entrant has correctly selected the exact time difference, the potential Perfect Bracket Winner will be deemed to be the Entrant that selected the time difference closest to the actual time difference without exceeding the exact number of seconds. (C) Average Speed: If a tie still remains after application of Tie-Breaker Criteria (B) above, an Entrant's correct selection of the average speed, i.e. miles per hour ("mph.") of the winning first place driver in the Fourth Round Race, expressed to the third decimal place, e.g. 76.342 mph will be used to determine the potential Perfect Bracket Winner. If no Entrant has correctly selected the exact average speed, the potential Perfect Bracket Winner will be deemed to be the Entrant who selected the average speed closest to the actual average speed without exceeding the actual average speed. (D) Earliest Entry: If a tie still remains after application of Tie-Breaker Criteria (D) above, the Entrant whose entry was the first to be received by Sponsor will be deemed to be the potential Perfect Bracket Winner. The computer of FSIM will be deemed to be the official clock for determining receipt of entries. NOTE: If a tie still remains after application of Criteria (A) through (D), Sponsor reserves the right to break the tie in a manner it deems fair and reasonable, including conducting a random drawing between or among the tied Entrants.

8. FORCE MAJEURE:

In the event that one or more of the four Races listed above is cancelled or postponement due to inclement weather, poor track conditions or an act of Force Majeure, Sponsor reserves the right to substitute the next occurring NASCAR Sprint Cup Series™ Race(s) for the missed round(s). Notwithstanding any Race cancellation or postponement, there will be a total of four rounds in the Knockout.

9. LIMITATIONS OF LIABILITY/INTERNET:

The Released Parties are not responsible for illegible, lost, late, incomplete, stolen, misdirected postage due, or undeliverable, email, or postal mail; or for any computer, telephone, satellite, cable, network, electronic or Internet hardware or software malfunctions, failures, connections, or availability, or garbled, corrupt or jumbled transmissions, service provider/Internet/web site/use net accessibility, availability, or traffic congestion, or any technical error, or unauthorized human intervention, or the incorrect or inaccurate capture of registration information, or the failure to capture, or loss of, any such information. The Released Parties are not responsible for any typographical or factual errors, incorrect or inaccurate information, whether caused by any web site users, tampering, hacking, or by any of the equipment or programming associated with or utilized in the Knockout and assume no responsibility for any omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, technical or factual error, theft or destruction or unauthorized access to any web site(s). Additionally, the Released Parties bear no liability for acts of Force Majeure or other acts which result in a cancellation or delay of the Knockout or any part of the Knockout or otherwise interfere with the intended proper administration, operation and fulfillment of this Knockout. The Released Parties are not responsible for any injury or damage, whether personal or property, to Entrants' or to any person's computer related to or resulting from participating in this Knockout. If, for any reason, the Knockout is not capable of running as planned, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Knockout and/or proceed with the Knockout in a manner deemed fair and appropriate by Sponsor, including the selection of winners from among eligible entries received prior to said cancellation, termination, modification or suspension. In the event of a dispute as to the identity of a winner based on an email address, the winning entry will be declared made by the authorized account holder of the email address submitted at time of entry. "Authorized account holder" is defined as the natural person who is assigned to an email address by an Internet access provider, on-line service provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. Sponsor reserves the right, to disqualify any individual found, in its sole opinion, to be tampering or attempting to tamper with the operation of the Knockout; to be acting in violation of these Official Rules, including attempting to participate in the Knockout more than once; to be acting with the intent to disrupt the normal operation of this Knockout; or to be otherwise acting in an unsportsmanlike manner. Any use of robotic, automatic, macro, programmed, third party or like methods to participate in the Knockout will void any attempted participation effected by such methods and the disqualification of the individual utilizing the same. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE KNOCKOUT IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON (S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW. NOTE: ALL PRIZES ARE AWARDED AS IS. THE RELEASED PARTIES MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AS REGARDS ANY PRIZE OR ANY COMPONENT OF A PRIZE. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES. CHECK YOUR LOCAL LAWS TO LEARN IF ANY OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

10. PRIVACY POLICY:

Any personal information supplied by you to FSIM will be subject to FSIM's privacy policy posted at http://msn.foxsports.com/privacypolicy. By entering the Knockout, you grant FSIM permission to share your email address and any other personally identifiable information with the Released Parties for the purpose of Knockout administration and prize fulfillment. FSIM will not sell, rent, transfer or otherwise disclose your personal data to any third party other than as explicitly described herein.

11. PUBLICITY RIGHTS:

By accepting a prize, each winner agrees to allow Sponsor and/or Sponsor's designee the perpetual right to use his/her name, biographical information, photos and/or likeness, and statements for promotion, trade, commercial, advertising and publicity purposes, at any time or times, in all media now known or hereafter discovered, worldwide, including but not limited to on the World Wide Web and Internet, without notice, review or approval and without additional compensation except where prohibited by law.

12. RELEASE:

By participating, each Entrant releases and agrees to indemnify and hold harmless the Released Parties from and against any and all costs, claims, damages, or any other injury, whether due to negligence or otherwise, to person(s) or property (including, without limitation, death or violation of any personal rights, such as violation of right of publicity/privacy, libel, or slander), due in whole or in part, directly or indirectly, to participation in the Knockout, or arising out of participation in any Knockout related activity whether hosted by Sponsor or a third party, or the receipt, use or misuse, of any Prize.

13. GENERAL:

By entering this Knockout, Entrants agree to abide by these Official Rules as stated herein throughout completion of the Knockout and the decisions of Sponsor, FSIM and/or PrizeLogic which are final and binding in all matters pertaining to this Knockout. In no event will more Prizes be awarded than are stated in these Official Rules. In the event that due to technical, typographical, printing, mechanical or other errors, there are more potential prize winners than are stated in these Official Rules, a random drawing among the claimants will be held to determine the winners. All federal, state and local laws and regulations apply. By participating in The Knockout and/or by accepting any prize that they may win, each Entrant agrees to release the Released Parties; each of their respective parent, subsidiary and affiliated companies, units and divisions and advertising and promotional agencies and prize suppliers; each of their respective officers, directors, agents, representatives and employees; and each of these companies and individuals' respective successors, representatives and assigns from any and all actions, claims, injury, loss or damage arising in any manner, directly or indirectly, from participation in The Knockout and/or acceptance, use, or misuse of any Prize. Except where prohibited, by participating in the Knockout, Entrants agree that: (a) except as otherwise specifically set forth in these Official Rules, any action arising out of or relating to these Official Rules or the rights and obligations of any Entrant and/or Sponsor shall be filed exclusively in the United States District Court for the Southern District of New York or the appropriate New York State Court located in New York, New York County; and Entrants hereby consent and submit to the personal jurisdiction of such court for the purposes of litigating any such action, and any right to a trial by jury is hereby waived; (b) any and all disputes, claims, and causes of action arising out of or connected with these Official Rules, and/or the rights and obligations of any Entrant and/or Sponsor shall be resolved individually, without resort to any form of class action; (c) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred and in no event will Entrants be entitled to receive attorneys' fees or other legal costs; (d) under no circumstances will Entrants be permitted to obtain injunctive or other equitable relief and a Entrant's sole remedy will be an action at law for damages to the extent allowed by sub-paragraphs (c) and (e) of this Rule 13; and (e) under no circumstances will Entrants be permitted, and Entrants hereby waive all rights, to: (i) claim punitive, exemplary, special, incidental, indirect and consequential damages and any other damages (whether due to negligence or otherwise), other than for actual out-of pocket costs described in (c) above; and (ii) have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of any Entrant and/or Sponsor shall be governed by and construed in accordance with the laws of the State of New York without giving effect or regard to any principles or doctrines of conflicts of law of the State of New York or any other jurisdiction. If any provision or provisions of these Official Rules shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. All federal, state, and local laws apply. All entries become property of Sponsor and will not be returned. Void in Puerto Rico and where prohibited by law. IN NO EVENT WILL THE RELEASED PARTIES OR EACH OF THEIR RESPECTIVE PARENT, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, THEIR ADVERTISING OR PROMOTION AGENCIES, WEB MASTERS/SUPPLIERS, VENDORS, CONTRACTORS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF ENTRANT'S PARTICIPATION IN THE KNOCKOUT.

14. WINNERS LIST:

To obtain a Winners List, go to www.directv.com/nascar prior to May 30, 2010.

15. SPONSOR:

DIRECTV, Inc., 2230 E. Imperial Highway, El Segundo, CA 92045.

NASCAR® is a registered trademark of the National Association for Stock Car Auto Racing, Inc. The NASCAR Sprint Cup Series™ logo and word mark are used under license by the National Association for Stock Car Auto Racing, Inc. and Sprint. NASCAR, Inc. and Sprint are not sponsors of this promotion.

The Official Rules for the DIRECTV NASCAR® "Head2Head Knockout" may not be reprinted or republished, in whole or in part, without the prior written consent of DIRECTV, Inc.

® 2010 DIRECTV, Inc