RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. EACH WINNER MAY BE REQUIRED TO EXECUTE A PRIZE-ACCEPTANCE AGREEMENT AS MORE FULLY DETAILED BELOW. The “Starbucks However-you-want-it Blend Ups” Sweepstakes (the “Promotion”) begins on Monday, May 10, 2010, at 11:00:00 a.m. and ends on Wednesday, May 12, 2010, at 4:59:59 p.m. (the “Promotion Period”) and is affiliated with The CW Network television series Gossip Girl (hereinafter referred to as the “Series”). All Promotion times are Pacific time.

ELIGIBILITY:

The Promotion is open to legal residents of any one (1) of the forty-eight (48) contiguous United States and the District of Columbia (collectively, the “U.S.”) who are eighteen (18) years of age or older and physically domiciled in the U.S. at the time of entry. Employees, directors, officers, members and managers of The CW Network, LLC (hereinafter referred to as the “Sponsor”), Starbucks Corporation, L.A. Promotion Development, Inc. (hereinafter referred to as the “Administering Agency”), Warner Bros. Entertainment Inc., CBS Corporation, their respective parent companies and subsidiaries, Series production entities, affiliates, distributors, divisions, broadcast affiliates, or advertising and promotion agencies associated with the Promotion, or prize suppliers for the Promotion (collectively, the “Promotion Parties”) are not eligible to enter the Promotion or win any prizes. In addition, family members of (whether living in the same household or not) and those living in the same household as (whether related or not) any such employees, directors, officers, members or managers are not eligible to enter this Promotion or win any prizes. For the purposes of the Promotion, family members are defined as spouse, mother, father, in-laws, grandmother, grandfather, brother, sister, children and grandchildren.

Void outside the forty-eight (48) contiguous United States and the District of Columbia, including, without limitation, Alaska and Hawaii, and where prohibited. The Promotion is administered by the Administering Agency. By entering, each participant (or the participant’s parent or legal guardian [hereinafter “Parent”] if participant is under the age of majority in his/her primary state of residence [hereinafter “UAOM”]) agrees to be bound by these Official Rules and the decisions of the Sponsor and Administering Agency, which are final and binding in all respects.

HOW TO VOTE:

To participate in the voting element of the Promotion, visit http://www.CWtv.com/Starbucks (the “Web Site”) and follow the on-screen instructions to reach the Promotion page. On the Promotion page (using the Sponsor-provided voting mechanism and from The “Starbucks However-you-want-it Blend Ups” Contest Blend Ups previously selected by the Sponsor and featured at the Sponsor’s sole discretion) participant may vote for his/her favorite Starbucks Gossip Girl Blend Up. Voting is not a requirement of entry in the Sweepstakes element of the Promotion and is for recreational purposes only.

HOW TO ENTER THE SWEEPSTAKES:

To participate in the Sweepstakes element of the Promotion, while on the Promotion page, follow the on-screen instructions to reach the Registration page. On the Registration page and in the spaces provided, participant must enter his/her first name, last name, street address (no P.O. boxes allowed), city, state, zip code, daytime telephone number, e-mail address and date of birth.

As a condition of entry, each participant entering the Promotion must also follow the on-screen instructions to indicate his/her acceptance of these Official Rules. By clicking on the final “Submit” button (in any message or graphic-related representation), each participant forwards his/her entry to the Promotion

Participants may enter the Promotion as often as they like except as limited by these Official Rules. All votes and/or entries must be received no later than 4:59:59 p.m., Wednesday, May 12, 2010. Entries received before and/or after the Promotion Period will be void. Sponsor will be the official timekeeper for the Promotion.

Nonreadable, garbled, lost, late, misdirected, illegitimate or incomplete entries, or participants that do not abide by these Official Rules, as determined by the Sponsor or Administering Agency, at their sole discretion, will be disqualified. All entries become property of the Sponsor and will not be returned or acknowledged. Entries that are submitted by a third-party entity on behalf of a participant (or the participant’s Parent if participant is UAOM), including, but not limited to, a sweepstakes agent or agency, or entries (as determined at the sole discretion of the Sponsor and/or Administering Agency) that are forged, altered or are generated by a macro, bot or other automated means will not be accepted and will be void. Submission of false or misleading information by a participant (or the participant’s Parent if participant is UAOM) will be grounds for disqualification of entry. All votes and/or entries must be received by the Sponsor or Administering Agency during the Promotion Period as set forth above. Proof of completion of a vote and/or submission of an entry will not be deemed proof of receipt of a vote and/or an entry by the Sponsor or the Administering Agency. For purposes of this Promotion, a vote is “received” when the Web Site server records the participant’s successful completion of a vote, and an entry is “received” when the Sponsor’s server records the entry information upon participant clicking the final “Submit” button (in any message or graphic-related representation). Proof of sending (such as an automated computer receipt confirming vote and/or entry or a copy of a sent message) does not constitute proof of actual receipt of a vote and/or entry for purposes of this Promotion. All entries must be obtained legitimately.

In the event of a dispute regarding the identity of a participant, the entry will be deemed submitted by the authorized account holder of the e-mail address either provided in the Sweepstakes registration or from which the entry was sent, as applicable, but only if that person meets all other eligibility criteria and complies with these Official Rules. An authorized account holder is defined as 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 for the domain name associated with the submitted e-mail address. A potential winner may be requested to provide Sponsor with proof that he/she is the authorized account holder of the e-mail address associated with the potentially winning entry. If a dispute cannot be resolved to Sponsor’s satisfaction, the entry will be deemed ineligible.

To review the Sponsor’s Privacy Policy, go to http://www.cwtv.com/page/privacypolicy.html. In addition to the “Grant” section below, a participant’s personal information will be utilized by the Sponsor and/or Administering Agency for selecting winners, for the fulfillment of prizes, to publish winner disclosures in any format, to comply with any legal requirements, and as otherwise disclosed on the Web Site and/or registration form.

WINNER SELECTION/ODDS:

The Administering Agency will conduct fifty (50) drawings on or about Wednesday, May 19, 2010, from all eligible entries received during the Promotion Period.

If a participant’s entry is randomly drawn and it meets the requirements in these Official Rules, he/she could be eligible to win a prize, subject to the Sponsor’s and/or Administering Agency’s verification process. If a potential winner is found ineligible or fails to comply with these Official Rules, that individual’s claim to a prize is forfeited and an alternate randomly drawn eligible participant will be contacted by telephone/e-mail. A participant may only win one (1) prize.

Odds of winning a prize depend on the total number of eligible entries received during the Promotion Period.

PRIZES:

Total Approximate Retail Value (“ARV”) of all prizes in this Promotion: $250.00.

Fifty (50) prizes will be awarded: Each prize consists solely of one (1) Starbucks card prefunded with five dollars ($5.00). ARV of each prize: $5.00. Actual prize awarded is determined at the sole discretion of the Sponsor and/or Administering Agency and is subject to change.

Any additional amenities or elements awarded, other than those specifically disclosed in these rules, will be awarded at the sole discretion of the Sponsor.

Stated ARVs are as of the date of printing of these Official Rules.

Failure to comply with these requirements may result in prize forfeiture and selection of an alternate potential winner.

All of the expenses not specified as being provided as part of the prize are the sole responsibility of each respective prizewinner.

No more than the prizes stated will be awarded. A prize, if unclaimed, may not be awarded (at Sponsor’s and Administering Agency’s sole discretion).

PRIZEWINNER NOTIFICATION PROCESS:

Prizewinners, at the Administering Agency’s sole discretion, may receive their prizes by mail or other courier service with no prior notice or may be notified that they may be a prizewinner in this Promotion by telephone and/or e-mail, using the contact information provided by participant or his/her Parent. At its sole discretion, the Administering Agency may require a potential prizewinner (and potential prizewinner’s Parent, if potential prizewinner is UAOM) to execute an Affidavit of Eligibility, Liability Release and Publicity Release (collectively, “Affidavit/Release”). If Administering Agency chooses to notify a potential prizewinner rather than sending a prize by mail or other courier service with no prior notice, and that potential prizewinner cannot be reached within three (3) calendar days from the date of first notification attempt or doesn’t respond according to the Administering Agency’s instructions, such person may be disqualified and an alternate winning entry may be randomly drawn from all eligible entries received.

If required, Affidavit/Release must be completed, signed, notarized and returned to the Administering Agency (L.A. Promo, 302 Fairview Road, Suite P, Ojai, CA 93023), without alteration, within seven (7) business days of the date the Administering Agency sent the Affidavit/Release. At Sponsor’s sole discretion, a disqualification may result and an alternate winning entry may be randomly drawn from all eligible entries received if the Affidavit/Release is not returned to the Administering Agency within the specified time.

ADDITIONAL PRIZE INFORMATION/TAXES (WHICH APPLIES TO ALL PRIZES UNLESS OTHERWISE NOTED):

Prizes are not transferable or assignable and may not be substituted or redeemed for cash, except at the Sponsor’s sole discretion. Promotion Parties reserve the right to substitute a stated prize or portion thereof for another prize or portion thereof of equal or greater value for any reason, including, without limitation, prize unavailability. If a winner does not accept or use the entire prize, the unaccepted or unused part of the prize will be forfeited and Promotion Parties will have no further obligation with respect to that prize or portion of the prize. Each prizewinner (or his/her Parent if participant is UAOM) is solely responsible for any and all federal, state, local and any other taxes related to the prize, and, as applicable or as required by law, will be issued an IRS form 1099 based on the actual prize value. By entering, each participant (and his/her Parent if participant is UAOM) agrees that if selected as a potential prizewinner, Sponsor and/or Administering Agency, may, at their option, conduct a background check on participant (and/or the participant’s Parent, if participant is UAOM). If necessary or requested, the prizewinner (and/or the prizewinner’s Parent, if prizewinner is UAOM) agrees to sign waiver forms authorizing the release of personal and background information.

GRANT—HOW THE PROMOTION PARTIES MAY USE PERSONAE-RELATED MATERIALS, AS DISCLOSED BELOW:

Except where prohibited by law, by entering this Promotion, each participant (or the participant’s Parent if participant is UAOM, on behalf of the participant) grants the Promotion Parties the perpetual and irrevocable right and license to use his/her name, voice, photograph, visual and audio likeness, statements, biographical information, address and any information or material contained in his/her entry [as previously defined] (collectively, “Personae-Related Materials”) on a worldwide basis, in any manner and/or any derivative form, and in all venues and forms of media, in perpetuity, without further notice, compensation, review or approval, including, without limitation, in and in connection with the Promotion, on Sponsor- or Promotion Party–related Web sites and any of Sponsor’s or Promotion Parties’ advertising and promotion materials and/or broadcasts in any form. In addition, by entering, each participant (or the participant’s Parent if participant is UAOM), except where prohibited by law, consents to being photographed, filmed, taped and/or interviewed about the Promotion, without additional compensation, review or approval. In connection therewith, each participant (or the participant’s Parent if participant is UAOM) grants full permission and consent to the Promotion Parties to utilize any of the results of such photographing, filming, taping and/or interviewing in any manner and in any and all media now known or hereafter devised without further notice, compensation, review or approval and hereby releases the Promotion Parties from all liability related thereto.

As a condition of entry, each participant consents to read, agree to and sign (or, if a participant is UAOM, have his/her Parent do so) an additional separate written agreement related to the Personae-Related Materials if Sponsor requires, at Sponsor’s sole discretion.

Participant (or the participant’s Parent if participant is UAOM) agrees that the Promotion Parties are not obligated to manufacture, broadcast or otherwise use or exploit any Personae-Related Materials or any part thereof. By submitting an entry, each participant (or the participant’s Parent if participant is UAOM) agrees to execute any documents or take any further action required by the Promotion Parties to effectuate the intention of the grants in these Official Rules and any other agreements made by each participant (or the participant’s Parent if participant is UAOM).

REPRESENTATIONS, WARRANTIES, DISCLAIMERS, RELEASES & INDEMNITY:

EXCEPT AS MAY BE PROVIDED BY THE PRIZE PROVIDER, The Promotion Parties make no warranties, REPRESENTATIONS oR GUARANTEES, express or implied, in fact or in law, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, relative to the use or enjoyment of THE prize. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH PRIZE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND THE PROMOTION PARTIES HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT.

By entering, each Participant (OR the PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) and each of HIS OR HER agents, assignees, executors and successors agree to indemnify, defend, hold harmless and fully release and forever discharge EACH OF the Promotion Parties from and against any and all liabilities, costs, claims, alleged claims, demands, duties, rights, agreements, promises, damages, injuries, losses, expenses, liens and debt actions of any kind, including, without limitation, attorneys’ fees, whether now known or unknown, unforeseen or foreseen, arising out of or in any way connected with, directly or indirectly, participation in the Promotion, including, WITHOUT LIMITATION, personal injury or death, loss of enjoyment, or other harm or loss of any nature whatsoever caused or contributed to by or arising out of participation and/or entry in the Promotion, or resulting from acceptance, possession, quality, use or misuse of any prize, or any portion thereof, OR PREPARATION FOR OR TRavel to or from any prize- or promotion-related activity. IF ANY OF THESE OFFICIAL RULES IS DETERMINED TO BE INVALID OR UNENFORCEABLE, THESE RULES SHALL OTHERWISE REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH THEIR TERMS AS IF THE INVALID OR UNENFORCEABLE PROVISION WERE NOT CONTAINED HEREIN. THE PROMOTION PARTIES ARE NOT RESPONSIBLE FOR ANY ADDITIONAL EXPENSES, OMISSIONS OR DELAYS RESULTING FROM ANY ACTS OF ANY GOVERNMENT OR AUTHORITY.

EACH PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) acknowledgeS that there is a possibility that subsequent to ENTERING THE PROMOTION AND AGREEING TO THESE OFFICIAL RULES, A PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) will discover facts or incur or suffer claims which were unknown or unsuspected at the time A PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) AGREED TO thESE OFFICIAL RULES, and which if known at that time may have materially affected A PARTICIPANT’S (OR THE PARTICIPANT’S PARENT’S IF PARTICIPANT IS UAOM) decision to AGREE TO THESE OFFICIAL RULES. BY ENTERING THIS PROMOTION, EACH PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) acknowledgeS and agreeS that by reason of thESE OFFICIAL RULES, and the releaseS contained in the preceding paragraphs, EACH PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) assumES any risk of such unknown facts and such unknown and unsuspected claims.

Each participant (or the participant’s Parent if participant is UAOM) understands and agrees that all rights under Section 1542 of the California Civil Code and similar law of any city, state or territory of the United States are hereby expressly waived. Said section reads as follows:

1542 CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASES. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

GENERAL:

Each participant (or the participant’s Parent if participant is UAOM) agrees that the Promotion Parties are not responsible for any errors, typographical errors or misprints in these Official Rules or any materials, including, but not limited to, the advertising, promotion or offer of the Promotion. If the Promotion or, as applicable, the fulfillment of any prize or of a prize element becomes compromised, hampered, interrupted, not capable of running or being fulfilled as planned, rendered impossible of performance in any way or prevented, including, without limitation, because of any kind of human error, computer viruses, bugs, electronic, hardware, software, Internet, network, technical or telephone or wireless communication failures, tampering, unauthorized intervention, fraud, an event of force majeure or any other cause created by the Promotion Parties, the user or by any of the equipment or programming associated with or utilized in the Promotion, the Sponsor reserves the right, at its sole discretion, to change the Official Rules, to cancel, modify, suspend or withdraw the Promotion or any Promotion offer and/or cancel, modify, suspend or withdraw any method of entry, without notice, and select the winners from among all eligible entries received for the Promotion prior to or after the cancellation, modification, suspension or withdrawal. As used herein, an event of force majeure shall be deemed to include, without limitation, an act of God; an act of terrorism, war, riot or civil commotion; fire; casualties; boycott; labor dispute, strike or stoppage (including a strike by the members of any union); an act of any federal, state or local authority; or any other similar or dissimilar act beyond the Sponsor’s or Administering Agency’s control.

The Promotion Parties are not responsible and/or liable for any of the following, whether caused by the Promotion Parties, the participant or by human or other error: any lost, late, incomplete, illegible, mutilated or misdirected entries, e-mail or mail or postage-due mail or courier-related delivery; any error, omission, interruption, defect or delay in transmission or communication, including, but not limited to, lost or unavailable wireless connection or texting-related failure; viruses or technical or mechanical malfunctions; interrupted or unavailable cable or satellite systems; failures of electronic equipment, computer hardware or software; lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications or entry information.

Each participant (or the participant’s Parent if participant is UAOM), as a condition of entry, agrees that he/she has not purchased any kind of Internet service or wireless communication service whatsoever in order to participate in and/or enter the Promotion. Each participant (or the participant’s Parent if participant is UAOM) agrees not to knowingly damage or cause interruption of the Promotion and/or prevent others from utilizing the Promotion. Any person who supplies false information, submits entries by fraudulent means or is otherwise determined to be in violation of these Official Rules in an attempt to obtain any prize will forfeit the prize or prizes won and may be prosecuted to the full extent of the law. CAUTION: ANY ATTEMPT TO DAMAGE ANY SERVICE OR WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION VIOLATES CRIMINAL OR CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, SPONSOR AND/OR ADMINISTERING AGENCY MAY, AT ITS SOLE AND REASONABLE DISCRETION, DISQUALIFY ANY PARTICIPANT (AND/OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) MAKING SUCH ATTEMPT AND SPONSOR MAY SEEK DAMAGES (INCLUDING ATTORNEYS’ FEES) TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.

A Promotion Party’s failure to enforce any provision in these Official Rules will not constitute a waiver of that or any other provision. Promotion Parties are not responsible for electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in entrant’s e-mail account to receive e-mail messages. Promotion Parties are not responsible, and may disqualify an entrant, if his or her e-mail address, telephone number or other contact information does not work or is changed without entrant giving prior written notice to Sponsor. All legal responsibilities and rights of a UAOM entrant under these Official Rules are assumed and given by the UAOM entrant’s Parent. In the event there is an alleged or actual ambiguity, discrepancy or inconsistency between disclosures and other statements contained in any Promotion-related materials and/or these Official Rules (including any alleged discrepancy or inconsistency in these Official Rules), it will be resolved at Sponsor’s sole discretion. If Sponsor determines at any time at its sole discretion that a winner or potential winner is disqualified, ineligible or in violation of these Official Rules, Sponsor reserves the right at its sole discretion to select an alternate winner, even if the disqualified potential winner’s name may have been shown or announced on the Web Site or elsewhere.

Each participant agrees that all issues, disputes and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of any participant or the Promotion Parties in connection with the Promotion, shall be governed by and construed in accordance with the laws of the state of California without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the state of California. If any controversy or claim arising out of or relating to the Promotion, the Official Rules, or the breach of any term hereof cannot be otherwise resolved, it must be submitted exclusively to binding arbitration conducted in the county of Los Angeles, and administered by Judicial Arbitration and Mediation Services (“JAMS”) in accordance with its Streamlined Arbitration Rules and Procedures or subsequent versions thereof (the “JAMS Rules”). The JAMS Rules for selection of an arbitrator shall be followed, except that the arbitrator shall be an experienced arbitrator licensed to practice law in California. The decision of the arbitrator shall be binding, final and conclusive and shall not be appealable to any court. The remedy for any claim shall be limited to actual out-of-pocket expenses (if any), not to exceed two hundred and fifty dollars ($250), and in no event shall any party be entitled to recover punitive, exemplary, consequential or incidental damages, including attorneys’ fees or other such related costs of bringing a claim, or to rescind this agreement or seek injunctive or any other equitable relief, and participant (or the participant’s Parent if participant is UAOM) further waives all rights to have damages multiplied or increased. Notwithstanding the above, each participant agrees that any disputes, claims and causes of action arising out of or connected with this Promotion or a prize awarded or the determination of a winner shall be resolved individually, without resort to any form of class action.

OFFICIAL RULES AND WINNERS’ LIST:

To view and download a copy of the Official Rules during the Promotion Period and for a two (2)-month period after the Promotion Period or to view and download a copy of the winners’ list for a three (3)-month period after the selection and posting of the winners by the Administering Agency, visit http://www.rulesandwinners.com. In the field provided, enter the code word StarbucksSweeps. Alternatively, to obtain a printed copy of the winners’ list for a three (3)-month period after the selection and posting of the winners by the Administering Agency, send a SASE to StarbucksSweeps Winners, P.O. Box 70, Ojai, CA 93024.

Sponsor: The CW Network, LLC

4000 Warner Blvd.

Burbank, California 91505

Administering Agency: L.A. Promotion Development, Inc., P.O. Box 70, Ojai, California 93024.