General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 19 82K
2: EX-1 Letter Agreement 3 13K
3: EX-2 Registration Rights Agreement 7 30K
4: EX-3 Letter Agreement Dated 11/12/98 2 11K
5: EX-4 Promissory Note 6 33K
6: EX-5 Renewal, Extension & Revision 4 22K
EX-3 — Letter Agreement Dated 11/12/98
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EXHIBIT 3
Scott A. Haire
2225 E. Randol Mill Road, Suite 305
Arlington, Texas 76011
November 12, 1998
Imagine Investments, Inc.
P.O. Box 729081-229
Dallas, Texas 75372
Ladies and Gentlemen:
As partial consideration for your agreeing to enter into certain
transactions with MB Software Corporation, a Colorado corporation of which I am
a shareholder, director and officer (the "Company"), I hereby agree with you
that, for so long as you own either shares of Series A Preferred Stock (as
defined below) or shares of the Company's Common Stock, par value $0.001 per
share, in the event I propose to sell, in a single transaction or series of
transactions, in excess of 100,000 shares of the Company's Common Stock (or any
other securities of the Company (or another entity) into which the Common Stock
is changed, reclassified, split, combined or converted or for which it is
exchanged by amendment to the Company's Articles of Incorporation or by
consolidation, merger or otherwise, and any securities paid as a dividend
thereon, with appropriate adjustment to be made to such number and/or type of
securities giving rise to the right set forth in this Agreement to give effect
to each such change, reclassification, split, combination, conversion, exchange
or dividend) owned by me, I will, not less than 30 days prior to the date of
such sale, give you written notice of the material terms of the proposed sale.
Thereafter, you will have the right to include any or all shares of the
Company's capital stock owned by you, regardless of whether such shares are
shares of Common Stock or shares of Series A Senior Cumulative Convertible
Participating Preferred Stock (the "Series A Preferred Stock"), in the sale to
the third party on the same terms as the proposed sale; provided, however,
that the number of shares sold by you does not exceed your pro rata share (based
on our relative share ownership) of the Common Stock being sold in such
transaction. Such right must be exercised within ten days following receipt of
written notice of the proposed sale. Notice will be given by hand delivery to
the address set forth above, unless you specify another address for notice in
writing. For purposes of this Agreement, each share of Series A Preferred Stock
will be deemed to be the equivalent of the number of shares of Common Stock into
which it is convertible.
Imagine Investments, Inc.
November 12, 1998
Page 2
This Agreement is binding upon me and my heirs and representatives and
enforceable by you and your successors and assigns.
Very truly yours,
/s/ SCOTT A. HAIRE
Scott A. Haire
Agreed and Accepted as of
the date set forth above
Imagine Investments, Inc.
By: /s/ HARRY T. CARNEAL
-----------------------
Its: Authorized Agent
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Dates Referenced Herein and Documents Incorporated by Reference
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