Exhibit 4.3
NUMBER
COMMON STOCK
CUSIP 553519 10 9
MSB FINANCIAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This Certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE OF
MSB FINANCIAL, INC. (the "Corporation"), a Maryland corporation. The shares
represented by this certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof, or by his duly
authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
and registered by the Transfer Agent and Registrar. This security is not a
deposit or account and is not federally insured or guaranteed.
IN WITNESS WHEREOF, the Corporation has caused this certificate to bear the
facsimile signatures of its duly authorized officers and to be sealed with the
facsimile of its corporate seal.
DATED
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Secretary President
[Seal]
The shares represented by this certificate are issued subject to all the
provisions of the articles of incorporation and bylaws of MSB Financial, Inc.
(the "Corporation") as from time to time amended (copies of which are on file at
the principal executive offices of the Corporation).
The Corporation's articles of incorporation provide that no "person" (as
defined in the certificate of incorporation) who "beneficially owns" (as defined
in the certificate of incorporation) in excess of 10% of the outstanding shares
of the Corporation shall be entitled to vote any shares held in excess of such
limit. This provision of the articles of incorporation shall not apply to an
acquisition of securities of the Corporation by an employee stock purchase plan
or other employee benefit plan of the Corporation or any of its subsidiaries.
The Corporation's articles of incorporation also include a provision the
general effect of which is to require the affirmative vote of the holders of 80%
of the outstanding voting shares of the Corporation to approve certain business
combinations (as defined in the articles of incorporation) between the
Corporation and a 10% or more Stockholder. However, only the affirmative vote of
a majority of the outstanding shares or such vote as is otherwise required by
law (rather than the 80% voting requirement) is applicable to the particular
transaction if it is approved by a majority of the "disinterested directors" (as
defined in the articles of incorporation) or, alternatively, the transaction
satisfies certain minimum price and procedural requirements.
The Corporation will furnish to any stockholder upon request and without
charge a full statement of the powers, designations, preferences and relative
participating, optional or other special rights of each authorized class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights, to the extent that the same have been fixed, and
of the authority of the board of directors to designate the same with respect to
other series. Such request may be made to the Corporation or to its transfer
agent and registrar.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
UNIF GIFT MIN ACT Custodian
-------- ---------
(Cust) (Minor)
Under Uniform Gift to Minors
Act - ____________
(State)
TEN COM - as tenants in common UNIF TRANS MIN ACT Custodian
------- --------
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of Under Uniform Transfers to Minors
survivorship and not as tenants Act - ____________
in common (State)
Additional abbreviations may also be used thoughnot in the above list.
For Value Received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------
- ------------------------------
- ------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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- ------------------------------Shares
of Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
- ------------------------------Attorney
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated --------------------
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NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.