FULL OFFICIAL RULES

NO PURCHASE NECESSARY. TO PARTICIPATE, ALL ENTRANTS MUST BE LEGAL U.S. RESIDENTS CURRENTLY RESIDING IN ANY OF THE 50 UNITED STATES OR WASHINGTON, D.C., AND 13 YEARS OF AGE OR OLDER AT TIME OF ENTRY. ENTRANTS UNDER THE AGE OF 18 MUST GET PERMISSION FROM THEIR PARENTS OR LEGAL GUARDIANS PRIOR TO ENTERING THE CONTEST. VOID WHERE PROHIBITED.

TIMING:
Contest begins 06/01/09 at 12:01 a.m. Eastern Time ("ET"), and ends 06/28/09 at 11:59 p.m. ET (the "Contest Period"). Sponsor's computer is the official clock of this Contest.

HOW TO ENTER:
Visit www.Hoagiefest.com during the Contest Period and follow the instructions for registering your entry. First, user must create an account, including email address, username, password, time zone and language. Second, user must create a profile for the site, including first name, last name, phone number, and birth date. Once profile is created, user can upload either an original song file or a video file.

A complete entry shall be comprised of an uploaded song or video file and all required registration information (collectively an "Entry").

Your Entry (video, song, or video and song) along with your created username may be posted in an online gallery. Once an Entry has been submitted, it is final and may not be changed, altered, revised or modified. Entries will only be accepted during the Contest Period.

1. Limit: Five (5) Entries per person during the Contest Period. Only one person shall be named on the registration Entry form for the submission of the Entry ("Entrant" or "you"). Group Entries or collaborations are permitted, however where an Entry is a collaborative song or video, the collaborating group shall be considered as a separate, single Entrant, and must be registered under one name. Any attempt by an Entrant to submit more than five (5) Entries by using multiple/different e-mail addresses, identities, registrations and log-ins, or any other methods will void that Entrant's Entry and that Entrant will be disqualified. In the event of a dispute as to the identity or eligibility of the Entrant, the Entry will be declared made by the Authorized Account Holder of the e-mail address submitted at time of entry. "Authorized Account Holder" is defined as the natural person eighteen (18) years of age or older 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 associated with the submitted e-mail address. Neither Sponsor nor any of its Affiliates are liable for any disputes between collaborators related to a submission. All Entries become the property of Sponsor with all rights, including the right to edit, publish and use the Entry materials including the video, song, and lyrics, without further permission, consideration or payment to the Entrant, except where prohibited. Sponsor and its designees have the right to use any and all Entries, and any and all elements appearing in the Entry including likenesses, symbols and phrases of any kind for future advertising, marketing, manufacture and/or sale, commercial, promotion and publicity in any manner and in any medium now known or hereafter devised throughout the world in perpetuity without compensation or notice to Entrant.

2. Original Work: Eligible Entries received will be reviewed by Sponsor for compliance with the full Official Rules and entry parameters set forth herein. By submitting an Entry, Entrant represents and warrants that the Entry they submit is original and their own work and does not infringe or violate any third party's copyright, trademark, patent, trade secret, defamation, privacy, publicity, false light, idea misappropriation or any contractual rights or any other rights. Further, Entrant represents that she/he has not copied or used other works of others in his/her Entry without permission or right to do so, and that no other person other than Entrant has any right, title or interest in any part of the Entry submission. Entries containing "profanity" or that are lewd, obscene, pornographic, disparaging, indecent, mention competitive products or that are otherwise deemed to be inappropriate by Sponsor, in its sole discretion, may be disqualified, and will not be eligible for judging and/or for posting in the gallery. Sponsor reserves the right in its sole and absolute discretion to decide if an Entry is inappropriate and may refuse to process or post any materials deemed objectionable or inappropriate by Sponsor. Taping or photographing Entries inside of Sponsor’s stores or in Sponsor’s parking lots or gas courts is strictly prohibited. Entries that include any footage or pictures taken inside of Sponsor’s stores or in Sponsor’s parking lots or gas courts may, in Sponsor’s sole discretion, be disqualified, and will not be eligible for judging and/or for posting in the gallery. By submitting an Entry, Entrant grants and assigns to Sponsor all title to the Entry, including all its copyright, trademark and other intellectual property rights, and grants and assigns to Sponsor and its designees a worldwide, royalty-free, perpetual, unrestricted, irrevocable and fully sub-licensable right and license to consider, disclose, use, re-use, reproduce, modify, digitize or enhance, adapt, change, edit, publish, translate, create derivative works from, distribute, redistribute, and/or display his/her Entry (in whole or in part) including any and all images or likenesses that appear in his/her Entry and/or incorporate all or part of his/her Entry in other works, all in any manner and in any form, format, or media anywhere in the world at any time, as well as in connection with any distribution or syndication arrangement with third parties or third-party sites, in any media format or medium and through any media channels and for any purpose, without further notice or compensation to Entrant. Entrant waives any and all "moral rights" s/he may have in the Entry. Sponsor is in no way obligated to use any Entry and Entrant may or may not be given any credit or attribution if his/her Entry is subsequently used. Entrant agrees to waive all claims to receive any royalties of any kind now or in the future from Sponsor or its designees for any use of his/her Entry, including copyright or trademark royalties, and Entrant represents, warrants and agrees that no other party is entitled to claim any royalties from the use of the Entry as set forth in these full Official Rules. Entrant also acknowledges that other individuals may have submitted similar or identical Entries which Sponsor may have the right to use and that Sponsor's employees and agents are continually developing product ideas and names which may predate the Entry.

JUDGING
Contest winners are determined by the application of the Judging Criteria described below to each eligible Entry. All Entries will be judged under the supervision of Sponsor and/or its designated agencies, whose decisions are final and binding in all matters relating to this Contest.

INITIAL ROUND OF JUDGING - PUBLIC VOTING:
Beginning 12:01:00 a.m. ET on 06/01/09 through 11:59:59 p.m. ET on 07/05/09 ("Voting Period"), visitors to the www.Hoagiefest.com Website will have the opportunity to vote for their favorite Entry to be for best song and best video. Visitors may only vote once (1) per day, per submission, during the Voting Period. A "day" is defined as the 24-hour period beginning 12:00:00 a.m. ET and ending 11:59:59 p.m. ET.

At the end of the voting period, the 20 Entries in each category with the highest average vote ratings will determine the 20 finalists in each category who will proceed to the Grand Prize round of judging (collectively, the "Finalists"). In the event of a tie during the Grand Prize Round of judging, ties will be broken based on a random drawing.

GRAND PRIZE ROUND OF JUDGING:
Beginning on or about 07/06/09 through 07/12/09, all 20 Finalists in each category will be judged by a select panel of Wawa experts based on the following criteria: Relevance to Topic of Hoagiefest and Wawa brand (30%), Creativity (20%), Originality (20%), Marketability (25%) and Clarity of Expression/Organization (5%). In the event of a tie during the Grand Prize Round of judging, ties will be broken based on the Entry with the highest score in Marketability. In the event a tie still remains, ties will be broken based on the Entry with the highest score in Relevance to Topic of Hoagiefest and Wawa brand, then Originality, then Creativity.

Winners will be contacted by phone on or about 07/13/09 at the phone number provided at time of entry. No messages will be left. If after two attempts if contact has not been made, an alternate Winner may be selected. Winners will be awarded the prizes set forth below subject to verification.

The Grand Prize winners will be notified on or about 07/13/09 and will be announced on Wawa.com and Hoagiefest.com on 07/15/09.

PRIZES

GRAND PRIZE WINNER:
The Entry with the highest score in each contest category, video and song, as determined in the Grand Prize Round of judging, will be named the Grand Prize winner. One (1) Grand Prize winner in each contest category, video and song, for a total of two (2) Grand Prize winners, will receive the following:

• Opportunity to have his or her song or video featured on Wawa.com and Hoagiefest.com, and/or used in Hoagiefest radio commercial. Sponsor reserves the right to determine whether or not the winning Entry will be produced and marketed to the general public.
• 'Your Very Own Hoagiefest': Supplies for a 'Hoagiefest-style' party at the location of your choosing within DE, MD, NJ, PA or VA for Winner and up to 40 additional guests. Prize includes Wawa hoagies and Wawa bottled beverages, Wawa Hoagiefest beach towels, Wawa Hoagiefest t-shirts, Wawa Hoagiefest music CD's, an appearance by Wally Goose, Wawa's official mascot, and a music disk jockey for entertainment. (Total ARV $2700.00)
• Wawa Shorti Hoagies® for a year (to be awarded in the form of Wawa gift cards totaling $1038.00)
• Wawa Hoagiefest Prize Pack (Total ARV $133.90)
• Total ARV of all Grand Prize Winner Prizes: $3871.90

SECOND PLACE WINNER:
The Entry with the second-highest score in each contest category, video and song, as determined in the Grand Prize Round of judging, will be named Second Place winner. One (1) second place winner in each contest category, video and song, for a total of two (2) second place winners, will receive the following:

• 'Your Very Own Hoagiefest': Supplies for a 'Hoagiefest-style' party at the location of your choosing within DE, MD, NJ, PA or VA for Winner and up to 40 additional guests. Prize includes Wawa hoagies and Wawa bottles beverages, Wawa Hoagiefest beach towels, Wawa Hoagiefest t-shirts, Wawa Hoagiefest music CD's, an appearance by Wally Goose, Wawa's official mascot, and a music disk jockey for entertainment. (Total ARV $2700.00)
• Wawa Shorti Hoagies® for a year (to be awarded in the form of Wawa gift cards totaling $1038.00)
• Wawa Hoagiefest Prize Pack (Total ARV $133.90)
• Total ARV of all Second Place Prize Winner Prizes: $3871.90

THIRD PLACE WINNER:
The Entry with the third-highest score in each contest category, video and song, as determined in the Grand Prize Round of judging, will be named Third Place winner. One (1) third place winner in each contest category, video and song, for a total of two (2) third place winners, will receive the following:

• Wawa Shorti Hoagies® for a year (to be awarded in the form of Wawa gift cards totaling $1038.00)
• Wawa Hoagiefest Prize Pack (Total ARV $133.90)
• Total ARV of all Third Place Winner Prizes: $1171.90

Prizes will be awarded to the parent or legal guardian of any Grand Prize winner, Second Place winner or Third Place winner (each a "Winner" and collectively the "Winners") who is a minor in his/her state of residence. No cash substitutions for prizes will be permitted and prizes are nontransferable. No more than the stated number of prizes will be awarded. Federal, state and local taxes are the sole responsibility of the each Winner. Sponsor reserves the right to substitute a prize of equal or greater value. No transfer or assignment of prizes permitted except at Sponsor's sole discretion. Total ARV of all Prizes: $17,831.40)

ELIGIBILITY:
NO PURCHASE NECESSARY. TO PARTICIPATE, ALL ENTRANTS MUST BE LEGAL U.S. RESIDENTS CURRENTLY RESIDING IN ANY OF THE 50 UNITED STATES OR WASHINGTON, D.C., AND 13 YEARS OF AGE OR OLDER AT TIME OF ENTRY. ENTRANTS UNDER THE AGE OF 18 MUST GET PERMISSION FROM THEIR PARENTS OR LEGAL GUARDIANS PRIOR TO ENTERING THE CONTEST. VOID WHERE PROHIBITED. CONTEST ENTRY PERIOD BEGINS 06/01/09 AND ENDS 06/28/09. Employees, officers and representatives of Wawa, Inc. as Master Servicer and Sponsor, and any of their respective parent and affiliate companies, marketing agencies, distributors, licensors and prize providers, franchisees and their employees, suppliers (collectively, "Released Parties") as well as the immediate family members (spouse, parents, siblings, children or "step" of each, regardless of where they reside) and/or those living in the same household of each (those persons whether related or not who live in the same residence for at least three months during the twelve-month period preceding the start date of this Contest) are not eligible to participate or win. Void where prohibited or otherwise restricted by law. All federal, state and local laws and regulations apply. Sponsor will report value of prizes as required by law and a Form 1099 will be issued for prizes valued over $600.00. Each Winner and guest will each be required to complete an Affidavit of Eligibility and Liability/Publicity Release. If any Winner is a minor in his/her state of residence, that Winner's parent or legal guardian must execute all documents on behalf of the Winner. By entering this Contest, Entrants consent to the use of their names, photographs, voice recordings and likenesses for publicity purposes by Sponsor without additional compensation or permission, where permitted by law. Any Entry that prompts a valid legal challenge or any reasonable third party complaint, determined in Sponsor's sole discretion, may be removed and disqualified and any physical or monetary prize awarded in connection with any such Entry will be forfeited.

RELEASE OF LIABILITY & PUBLICITY:
All Entrants (and parent / legal guardian if Entrant is a minor) release Sponsor, the Released Parties, and each of their respective parents, affiliates, subsidiaries, officers, directors, agents, employees and all others associated with the development and execution of this Contest, from any and all liability with respect to, or in any way arising from, this Contest and/or acceptance or use or misuse of the prizes, including, but not limited to, liability for personal injury, bodily injury, death, damages or loss, or claims that any advertising subsequently produced, presented, and/or prepared by or on behalf of Sponsor infringes Entrant's rights with regard to any elements, characters, or ideas contained in any Entry which arise from, relate to, or are connected with your use of the Web site, entry into the Contest or Entry submission. Sponsor is not responsible for prize quality or utility. Sponsor reserves the right to require a Grand Prize winner or his/her parent or legal guardian if Grand Prize winner is a minor to submit to a confidential background check to confirm eligibility as a condition of awarding the prize to help ensure that the use of any such person in advertising or publicity for the Contest will not bring Sponsor into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Contest or Sponsor as determined by Sponsor in its sole discretion. All Finalists or their parent or legal guardian if Finalist is a minor will be required to execute such documents and perform such actions as may be required by Sponsor to irrevocably assign and transfer to Sponsor any and all rights, title and interest in the Entry including, without limitation, all copyrights, and agree to forever waive all moral rights in the Entry, and any rights of privacy, intellectual property rights, publicity (where lawful) and any other legal rights that might preclude the Sponsor's use, alteration or modification of the Entry or require the Entrant's permission to use it for any purpose. Each Entrant acknowledges and agrees that Sponsor reserves the right to disqualify any potential Finalist at any time, in its sole discretion, on the basis of anything contained in or learned or obtained as a result of any submitted Releases or any other forms requested by Sponsor that, it its sole opinion, would constitute a breach of these Official Rules. Entrant and/or parent or legal guardian if Entrant is a minor agrees to never sue or assert any claim against the Sponsor or any entity acting pursuant to Sponsor's direction for any use, or alteration of such Entry.

INDEMNIFICATION: ENTRANT AND/OR THEIR PARENT OR LEGAL GUARDIAN IF ENTRANT IS A MINOR SHALL INDEMNIFY SPONSOR, ITS PARENT COMPANIES, AFFILIATES, SUBSIDIARIES, FRANCHISEES, ADVERTISING AND PROMOTION FULFILLMENT AND/OR JUDGING AGENCIES, AND RETAILERS, AND THE RELEASED PARTIES (COLLECTIVELY, THE "INDEMNITEES"), AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, COSTS (INCLUDING REASONABLE ATTORNEYS' FEES) AND LIABILITIES (INCLUDING SETTLEMENTS), BROUGHT OR ASSERTED BY ANY THIRD PARTY AGAINST ANY OF THE INDEMNITEES DUE TO OR ARISING OUT OF THE ENTRANT'S ENTRY OR THE ENTRANT'S CONDUCT IN CREATING AN ENTRY OR OTHERWISE IN CONNECTION WITH THIS CONTEST, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR TRADEMARK INFRINGEMENT, COPYRIGHT INFRINGEMENT; VIOLATION OF AN INDIVIDUAL'S RIGHT OF PUBLICITY OR RIGHT OF PRIVACY; OR DEFAMATION.

OTHER CONDITIONS:
Sponsor assumes no responsibility for any printing errors, computer system, phone line, hardware, software or program malfunctions or other errors, failures of any kinds, delayed computer transmissions or network connections that are human or technical in nature. Sponsor reserves the right in its sole discretion to cancel or suspend the online portion of this Contest, in its entirety or in part, should a virus, bug, tampering, unauthorized intervention, fraud, technical failures, or other causes beyond Sponsor's control corrupt the administration, security, fairness, integrity or proper play of the Contest and to determine the Finalists and Winners from all eligible online Entries received prior to the date of the withdrawal. In the event enough Entries are not received to select 20 Finalists in each category, the judges will select as many Finalists as available based on the judging criteria. Sponsor reserves the right not to award all prizes in the event it receives an insufficient number of eligible Entries. Sponsor is not responsible for incorrect or inaccurate Entry information whether caused by Internet users or by any of the equipment or programming associated with or utilized in the Contest by a technical or human error that may occur in the processing of the Entries in the Contest. Sponsor reserves the right at its sole discretion to disqualify any individual it finds to be tampering with the Entry process or the operation of the Contest or Web site, acting in violation of the Rules, or acts in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any attempts by an individual to access the site via a robotic, automatic, script or other brute-force attack may result in that individual's e-mail address, Entries or votes, becoming ineligible and void. Any personally identifiable information collected during an Entrant's participation in this Contest will be collected by Sponsor and used by Sponsor, its affiliates, agents and marketers, for purposes of the proper administration and fulfillment of the Contest as described in these full Official Rules and in accordance with Sponsor's Privacy Policy as stated at http://www.wawa.com/WawaWeb/Privacy.aspx.

CAUTION:
ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST 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.

WINNERS LIST:
For a list of the Winners, send a self-addressed, stamped envelope by 07/30/2009 to: Hoagiefest Contest | Attn: MARKETING | 260 W. Baltimore Pike | Wawa, PA 19063

SPONSOR:
Wawa, Inc., as Master Servicer and Sponsor, 260 W. Baltimore Pike, Wawa, PA 19063