RP FINANCIAL, LC.
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Financial Services Industry Consultants
September 12, 2006
Board of Directors
MSB Financial, MHC
MSB Financial Corp.
Millington Savings Bank
1902 Long Hill Road
Millington, New Jersey 07946
Re: Stock Issuance Plan:
MSB Financial Corp.
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Members of the Boards of Directors:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the plan of stock issuance (the "Plan") adopted by
the Board of Directors of MSB Financial Corp. ("MSB Financial" or the
"Company"). Pursuant to the Plan, MSB Financial will issue a majority of its
common stock to MSB Financial, MHC and sell a minority of its stock to the
public.
We understand that in accordance with the Plan, subscription rights to
purchase shares of common stock in the Company are to be issued to: (1) Eligible
Account Holders; (2) the Employee Stock Ownership Plan; and (3) Supplemental
Eligible Account Holders. Based solely upon our observation that the
subscription rights will be available to such parties without cost, will be
legally non-transferable and of short duration, and will afford such parties the
right only to purchase shares of common stock at the same price as will be paid
by members of the general public in the community offering, but without
undertaking any independent investigation of state or federal law or the
position of the Internal Revenue Service with respect to this issue, we are of
the belief that, as a factual matter:
(1) the subscription rights will have no ascertainable market
value; and
(2) the price at which the subscription rights are exercisable
will not be more or less than the pro forma market value of
the shares upon issuance.
Changes in the local and national economy, the legislative and
regulatory environment, the stock market, interest rates, and other external
forces (such as natural disasters or significant world events) may occur from
time to time, often with great unpredictability and may materially impact the
value of thrift stocks as a whole or the Company's value alone. Accordingly, no
assurance can be given that persons who subscribe to shares of common stock in
the subscription offering will thereafter be able to buy or sell such shares at
the same price paid in the subscription offering.
Sincerely,
RP FINANCIAL, LC.
/s/RP FINANCIAL, LC.
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