X0203 3 2009-09-25 0 0001417663 RUB MUSIC ENTERPRISES, INC. RBME 0001325442 NightWatch Capital Management, LLC 5314 RIVER RUN DRIVE, SUITE 350 PROVO UT 84604 0 0 1 0 Common stock, $0.001 par value ("Common Stock") 1939316 I See Footnote Class A Warrants to buy Common Stock 4.00 2009-09-25 2014-09-25 Common Stock 96966 I See Footnote Class B Warrants to buy Common Stock 8.00 2009-09-25 2014-09-25 Common Stock 96966 I See Footnote Amended Senior Note convertible into Common Stock 2.9211 2011-09-30 Common Stock 25675 I See Footnote The shares of the Common Stock, par value $0.001 per share, of Rub Music Enterprises, Inc. (the "Common Stock"), the Class A Warrants and Class B Warrants to buy Common Stock (the "Warrants") and the Amended Senior Note (the "Note") to which this note relates are held directly by NightWatch Capital Partners II, L.P., a Delaware limited partnership ("NWCP II"). The Common Stock, the Warrants, the Common Stock issuable upon the exercise of the Warrants and the Note are collectively referred to herein as the "Securities." NightWatch Capital Advisors, LLC (the "Investment Manager") serves as investment manager to, and has investment discretion over, the securities held by NWCP II. NightWatch Capital Management, LLC (the "General Partner") serves as the general partner of, and has investment discretion over, the securities held by NWCP II. John Nemelka is the managing member of JFN Management, LLC, which is the managing member of NightWatch Management, LLC, which is the managing member of NightWatch Capital Group, LLC, which is the managing member of the Investment Advisor, which is the managing member of the General Partner. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each such managing member and the General Partner may be deemed to be the beneficial owner of an indeterminate portion of the Securities held by NWCP II. Each such managing member and the General Partner disclaims beneficial ownership of all such Securities except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) therein. This Form 3 shall not be deemed an admission that any person referred to herein is a beneficial owner of any Securities for purposes of Section 16 of the Exchange Act or for any other purpose or that any person referred to herein has an obligation to file this Form 3. The Class A Warrants and Class B Warrants are subject to a Lock-up Agreement pursuant to which such warrants and any Common Stock received in connection with the exercise thereof may not be transferred (with certain exceptions), without the consent of the Issuer, until January 1, 2011. Per share, subject to certain adjustments for anti dilution protection. The Amended Senior Note was convertible from the date of issuance on October 1, 2008, but is subject to a Lock-up Agreement pursuant to which any Common Stock received in connection with the exercise thereof may not be transferred (with certain exceptions), without the consent of the Issuer, until January 1, 2011. This number of shares is based on the $75,000 principal amount of the Note and does not included interest earned thereon which will also be convertible into Common Stock at the same conversion rate. /s/ Paul V. Burgon 2009-10-05