FORM OF LETTER FROM BROKERS OR OTHER NOMINEES TO BENEFICIAL OWNERS
August ____, 2000
To Our Clients:
Enclosed for your consideration are the prospectus dated August _____, 2000
(the "Prospectus"), and the "Instructions as to Use of Main Street and Main
Incorporated Subscription Certificates" relating to the offer by Main Street and
Main Incorporated (the "Company") of shares of the Company's common stock (the
"Common Stock"), at a subscription price of $2.375 per share, in cash, pursuant
to non-transferable subscription rights (the "Rights") initially distributed to
holders of record ("Record Owners") of shares of Common Stock as of the close of
business on July 31, 2000 (the "Record Date").
As described in the Prospectus, you will receive one non-transferable Right
for each 2.5 shares of Common Stock carried by us in your account as of the
Record Date. You are entitled to subscribe for one (1) share of Common Stock for
every Right granted to you (the "Basic Subscription Privilege") at a
subscription price of $2.375 per share (the "Subscription Price"). You will also
have the privilege (the "Over-Subscription Privilege"), subject to proration, to
subscribe for shares of Common Stock available after satisfaction of all
subscriptions pursuant to the Basic Subscription Privilege ("Excess Shares"), at
the Subscription Price. If there are insufficient Excess Shares to satisfy all
exercised Over-Subscription Privileges, Excess Shares will be allocated pro rata
among all holders of the Rights exercising Over-Subscription Privileges, in
proportion to the number of shares each such holder has purchased pursuant to
his or her respective Basic Subscription Privilege. Your election to exercise
the Over-Subscription Privilege must be made at the time you exercise the Basic
Subscription Privilege, and you must exercise the Basic Subscription Privilege
in full in order to exercise the Over-Subscription Privilege.
THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER
OF THE SHARES OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED
IN YOUR NAME. EXERCISES AND SALES OF THE RIGHTS MAY BE MADE ONLY BY US AS THE
RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request
instructions as to whether you wish us to elect to subscribe for any shares of
Common Stock to which you are entitled pursuant to the terms and subject to the
conditions set forth in the enclosed Prospectus and "Instructions for Use of
Main Street and Main Incorporated Subscription Certificates." However, we urge
you to read these documents carefully before instructing us to exercise the
Rights.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to exercise Rights on your behalf in accordance with the
provisions of the offering described in the Prospectus. The offering will expire
at 5:00 p.m., Mountain Daylight Savings Time, on September 20, 2000, unless the
offering is extended by the Company. Once you have exercised a Right, such
exercise may not be revoked.
If you wish to have us, on your behalf, exercise the Rights for any shares
of the Common Stock to which you are entitled, please so instruct us by
completing, executing and returning to us, and not the Subscription Agent, the
instruction form on the reverse side of this letter along with proper payment
for the number of shares for which you are subscribing at the Subscription
Price. If we do not receive complete written instructions, we will not exercise
your rights, and your rights will expire without value.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE
DIRECTED TO ____________ ___________________ AT (___) ___-____.
