oldline8k.htm

EXHIBIT A

[Form of Voting Limit and Standstill Agreement]

STOCKHOLDER VOTING LIMIT AND

STANDSTILL AGREEMENT

This Stockholder Voting Limit and Standstill Agreement (the “Agreement”) is made as of September 1, 2010 by and among Old Line Bancshares, Inc., a Maryland corporation (“OLB”), and the undersigned stockholders of Maryland Bankcorp, Inc. (“MDBC”) (each a “Stockholder” and collectively, the “Stockholders”).

WHEREAS, OLB and MDBC propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”), which provides for the merger of MDBC with and into OLB, with OLB surviving the merger (the “Merger”).

WHEREAS, as of the date hereof, each Stockholder is the record and legal owner of or beneficial owner (the terms “beneficial owner” or “beneficial ownership” as used throughout this Agreement have the same meaning ascribed thereto in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such number of shares of MDBC common stock, $0.01 par value per share (“MDBC Common Stock”) specified on Schedu le A of this Agreement.

WHEREAS, as part of the Merger, the Stockholders will receive shares of OLB common stock, $0.01 par value per share (“OLB Common Stock”), in exchange for such Stockholders’ shares of MDBC Common Stock.

WHEREAS, in consideration of and as a condition to the execution of the Merger Agreement by OLB, OLB has required that the Stockholders agree to certain matters, and in order to induce OLB to enter into the Merger Agreement, the Stockholders are willing to agree to such matters, all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the indicated meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Affiliate of a specified Person means a Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such specified Person.

Associate has the meaning set forth in Section 12b-2 of the Exchange Act.

Board means the Board of Directors of OLB.

Control, as used within the definition of Affiliate, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

Person means an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or other entity.

Solicitation has the meaning set forth in Rule 14a-1 promulgated under the Exchange Act and shall include any action that causes a person to become a participant in such a Solicitation within the meaning of Instruction 3 of Item 4 of Schedule 14A promulgated under the Exchange Act.

Voting Securities means the (i) shares of OLB Common Stock that Stockholder receives as consideration for the Merger and Controls following the Merger, and (ii) any shares of OLB Common Stock purchased by Stockholder following the date of this Agreement; provided, however, that the term Voting Securities shall not include any shares of OLB Common Stock held by a Stockholder on the date hereof, as set forth on Schedule B attached hereto and incorporated herein by reference, and (ii) any shares of OLB Common Stock received by a Stockholder in connection with compensation for service on the Board.

2. Limitations on Stockholder’s Actions. Commencing on the date of this Agreement, except as provided in Section 3 and except for (i) any action taken in a Stockholder’s capacity as a member of the Board in the ordinary course, and (ii) where any action has been previously approved by a majority of the members of the Board (the determination of which shall exclude any Stockholder), each Stockholder shall not, and shall cause each of its Affiliates not to, directly or indirectly:

(a) Acquire, offer, propose to acquire, agree to acquire, purchase, or make a tender or exchange offer for any shares of OLB Common Stock, except for (i) shares of OLB Common Stock received in exchange for his, her or its MDBC Common Stock as part of the Merger, and (ii) shares of OLB Common Stock received by a Stockholder in connection with compensation for service on the Board;

(b) Engage or participate in any Solicitation of proxies or consents regarding the OLB Common Stock, make any stockholder proposals at a meeting of OLB’s stockholders, induce or attempt to induce any other Person to initiate any stockholder proposals at any meeting of OLB’s stockholders, or otherwise communicate with OLB’s stockholders pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act;

(c) Advise, seek to advise, encourage, seek to encourage, influence or seek to influence any person or entity with respect to the voting of any shares of OLB Common Stock held by other stockholders of OLB;

(d) Take action to nominate or present any person for election to the Board at any annual meeting of OLB’s stockholders or any other meeting of OLB’s stockholders called for the purpose of electing directors;

(e) Seek, propose or make any public statements with respect to any OLB action requiring approval of OLB’s stockholders;

(f) Form, join or in any way participate in any “group” (within the meaning of Section 13d(3) of the Exchange Act) with respect to any Voting Securities;

(g) Deposit any Voting Securities in any voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of any Voting Securities;

(h) Other than in a Stockholder’s capacity as a member of the Board pursuant to the Merger Agreement, otherwise act, alone or in concert with others, to control or seek to control or influence or seek to influence the management, Board or policies of OLB;

(i) Propose, or make any filing with respect to, any form of business combination, restructuring, recapitalization, dissolution or similar transaction involving OLB, including, without limitation, a merger, tender or exchange offer, share repurchase or liquidation of the OLB’s assets, in each case, except with the consent of OLB and except in connection with the Merger;

(j) Seek, alone or in concert with others, (i) to call a meeting of stockholders of OLB, (ii) representation on the Board, except as provided in the Merger Agreement; (iii) the removal of any OLB officer and/or director, or (iv) to support financially, or through the giving of services or information (except in response to a request by a governmental agency with jurisdiction or authority over the Stockholder, a validly issued subpoena or otherwise as required by law), any Person who is suing or contemplating suing OLB or any of its Affiliates, or is conducting or contemplating a Solicitation in opposition to a proposal by the Board or OLB management.

3. Acquisition of OLB. If there is a proposed acquisition of OLB (acquisition is defined as: (a) a merger of OLB or its subsidiary, Old Line Bank, wherein OLB or Old Line Bank is not the surviving entity; (b) an acquisition of substantially all of the voting securities of OLB; or (c) the sale of all or substantially all of the assets of OLB), as long as the acquiror acted independently of and without any information, assistance or involvement from the Stockholder regarding any such acquisition, the provisions of Section 2 shall not be applicable to the Stockholders regarding such acquiror or such acquiror’s securities. Notwithstanding the foregoing, if any Stockholder or any of its Affiliates provides informa tion or assistance to any Person in response to a request by a governmental agency with jurisdiction or authority over the Stockholder, a validly issued subpoena or otherwise as required by law, the Stockholder shall not have breached the provisions of Section 2.

4. Limitations on Stockholders’ Voting.

(a) Commencing on the date of this Agreement, the Stockholders (collectively and not individually) shall not vote any shares of Voting Securities held by them in any OLB stockholder vote in an amount that exceeds four percent (4%) of the total outstanding OLB voting stock as of the record date for such vote or, in a vote of the holders of the OLB Common Stock as a class, four percent (4%) of the shares of OLB Common Stock outstanding as of the record date for such vote.

(b) The Stockholders understand and agree that if they vote their Voting Securities in violation of Section 4(a) of this Agreement, then the Stockholders hereby unconditionally and irrevocably instruct OLB not to record the amount of Voting Securities so voted that exceeds four percent (4%) of the total outstanding OLB Common Stock or the class of OLB securities, as applicable. If all of the Stockholders’ Voting Securities are not voted in the same manner, then the number of shares not recorded shall be pro rata based on that proportion of the Stockholders’ Voting Securities voted (i) with the Board’s recommendation, (ii) against the Board’s recommendation, and (iii) abstaining, with respect to each matter.

(c) If and to the extent that it is determined that Sections 4(a) and/or 4(b) hereof are unenforceable, then the Stockholders will cause all of their Voting Securities that exceed the four percent (4%) threshold of Section 4(a) to be voted at any meeting of OLB’s stockholders or at any adjournments or postponements thereof (i) in favor of each director nominated and recommended by the Board for election at any such meeting and any proposal recommended by the Board for approval at any such meeting, and (ii) against any stockholder nominations for director that are not approved and recommended by the Board for election or approval and any other proposal not recommended by the Board for approval at any such meeting.

5. Equitable Remedies; Remedies for Certain Breaches.

(a) The parties acknowledge and agree that money damages would not be a sufficient remedy for any breach or threatened breach of the provisions of Sections 2 or 4 of this Agreement, and that the non-breaching party shall be entitled to specific performance and injunctive (preliminary or permanent) or other equitable relief as remedies for any breach of any such section. Such remedies shall not be deemed to be the exclusive remedies but shall be in addition to all other remedies available at law or in equity. Each party waives any requirement for the securing or posting of any bond in connection with any such remedy.

(b) The rights and remedies of the parties under this Agreement shall be cumulative and concurrent and may be pursued and exercised singularly, successively or concurrently at the sole discretion of the exercising party and may be exercised as often as such party shall deem necessary or desirable, and the nonexercise by a party of any such rights and remedies in any particular instance shall not in any way constitute a waiver or release thereof in that or any subsequent instance.

6. Representations and Warranties.

(a) The Stockholders hereby represent and warrant that, as of the date hereof, they and their Affiliates and Associates own, of record or beneficially, and have the sole power to vote or direct the voting of such number of shares of MDBC Common Stock as are accurately and completely set forth (including, without limitation, as to form of ownership) on Schedule A hereto, and none of the Stockholders or any of their Affiliates own, of record or beneficially, any other securities of securities of MDBC.

(b) Each Stockholder hereby represents and warrants that such Stockholder has no other Affiliates or Associates that own, either of record or beneficially, shares of MDBC Common Stock other than those Persons executing a signature page to this Agreement.

(c) The representations and warranties of the Stockholders set forth in this Agreement shall be true and correct as of the Closing, as defined in the Merger Agreement, as though made on and as of the Closing, unless such Stockholder has provided OLB written notice to the contrary prior to the Closing.

7. No Reliance. Except as expressly set forth in any representation, warranty or covenant made by a party in this Agreement, each party expressly disclaims and shall not be deemed to have made any representation, warranty or covenant, express or implied, to the other party, in connection with or related to the transactions contemplated by this Agreement.

8. Authority to Enter Agreement. Each party represents and warrants to the others that:

(a) The party has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and, if an entity, the execution, delivery and performance of this Agreement by it has been duly and validly approved by its board of directors and stockholders, if required;

(b) Neither the execution and delivery of this Agreement by the party nor the party’s compliance with the terms or provisions hereof will, with or without notice or the lapse of time or both, result in (i) a conflict with or breach of any provision of any applicable charter or bylaws, (ii) except as disclosed in writing to the other parties, a breach of, or a default under, the terms or provisions of any contract, agreement, note, bond, mortgage, indenture, lease, license, permit or other instrument to which it is a party, or (iii) to its knowledge, a violation by it of any statute, rule, regulation, ordinance, code, judgment, order, writ, decree, injunction or award;

(c) Any consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authority required to be made or obtained by it in connection with the execution, delivery and performance of this Agreement and the performance of its obligations hereunder have been made or obtained; and

(d) There is no claim, action, suit or proceeding pending or, to such Person’s knowledge, threatened against the party or any of its properties that seeks to prohibit, restrict or delay or would have the effect of prohibiting, restricting or delaying the performance of the terms, conditions and obligations contemplated by this Agreement.

9. Termination. This Agreement shall terminate upon the occurrence of any of the following:

(a) The written mutual agreement of OLB and the Stockholders to terminate this Agreement;

(b) The Voting Securities constitute less than four percent (4%) of the outstanding OLB Common Stock for a period of at least six months;

(d) The death of a Stockholder; or

(e) Termination of the Merger Agreement pursuant to the terms thereof.

10. Miscellaneous.

(a) Expenses and Taxes, Etc. Any expenses that may be incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses, including, but not limited to, all professional expenses, except that nothing contained herein shall serve as a bar to a party seeking reimbursement of costs and expenses from a breaching party.

(b) Non-Assignability. This Agreement may not be assigned by any Stockholder without the prior written consent of OLB.

(c) Binding on Successors and Assigns. This Agreement shall inure to the benefit of and bind the respective successors and permitted assigns of the parties hereto; provided that this Agreement is not intended to restrict or limit any Person that is not an Affiliate or Associate of the Stockholders, and purchases shares of OLB Common Stock from a Stockholder in an arms-length transaction. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in r espect of this Agreement or any provision contained herein, it being the intention of the parties to this Agreement that this Agreement shall be for the sole and exclusive benefit of such parties or such successors and assigns and not for the benefit of any other person.

(d) Entire Agreement; Amendment. This Agreement, along with any agreements referenced herein, contains the entire, complete, and integrated agreement among the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous arrangements, agreements or understandings among the parties, written or oral, express or implied, that may have related to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties.

(e) Governing Law. This Agreement shall in all respects be interpreted, enforced, and governed under the laws of the State of Maryland, without regard to Maryland’s conflict-of-laws provisions. The parties hereby submit to the jurisdiction and venue of the courts of Maryland, and any legal or equitable action to enforce this or any related agreements may only be brought in the circuit courts therein.

(f) Survival of Covenants, Representations and Warranties. The covenants, representations and warranties given by the parties hereto and contained herein shall survive the termination of this Agreement.

(g) Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

(h) Notices. All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed sufficient and duly given: (i) when delivered personally to the recipient; (ii) upon confirmation of good transmission if sent by facsimile; or (iii) when delivered to the last known address of the recipient (A) one business day after delivery to a reputable express courier service for next-day delivery (charges prepaid), or (B) three days after being sent to the recipient by certified mail, return receipt requested and postage prepaid, addressed as follows:

(1) If to OLB:

James W. Cornelsen

President and Chief Executive Officer

Old Line Bancshares, Inc.

1525 Pointer Ridge Place

Bowie, Maryland 20716

Fax: (301) 430-2531

with copy to:

Ober, Kaler, Grimes & Shiver

A Professional Corporation

120 East Baltimore Street

Baltimore, Maryland 21202-1643

Attn: Frank C. Bonaventure, Jr., Esq.

(2) If to the Stockholders:

At the address(es) indicated on the applicable signature page hereto.

Addresses may be changed by notice in writing signed by the addressee.

(i) Severability. Wherever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule, then such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision of this Agreement as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(j) Counterparts; Facsimile. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which together will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

(k) Construction. This Agreement has been prepared by all parties hereto, and the language used herein shall not be construed in favor of or against any particular party.

(l) No Waiver. The delay or failure on the part of any party to (i) insist upon the strict compliance with any of the terms of this Agreement or (ii) exercise any rights or remedies hereunder shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure, nor shall any single or partial exercise of any right or remedy hereunder preclude any subsequent exercise thereof or the exercise of any other right or remedy at any later time or times.

(m) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH IT MAY BE A PARTY, ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS AGREEMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES HERETO. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH PARTY, AND EACH HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH PARTY FURTHER RE PRESENTS THAT IT HAS HAD THE OPPORTUNITY TO BE REPRESENTED IN THE EXECUTION OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

(n) The Parties’ Understanding. The parties to this Agreement have carefully read the foregoing, know and understand the content and meaning of all provisions herein, and have executed the same as their own free act after consultation with their attorneys. The parties intend to be legally bound by this Agreement.

[Signatures appear on the following page.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed under seal as of the day and year first above written.

ATTEST:	OLD LINE BANCSHARES, INC.


By: _________________________	__________________________________
Name: _________________________	James W. Cornelson
Title: _________________________	President and Chief Executive Officer

Stockholder signature page to Voting Limit and Standstill Agreement

IN WITNESS WHEREOF, the undersigned Stockholder has executed this Agreement as of the day and year first above written.

	Name of Stockholder:

	If an Individual:


	Printed Name:


	If an Entity:



	[Name of Entity]


	By:
	Name:
	Title:



	Address for Notice:




	Facsimile No.:
	Attn:

	With a copy to:



	Facsimile No.:
	Attn:

SCHEDULE A

STOCKHOLDER VOTING LIMIT AND STANDSTILL AGREEMENT

The Stockholders beneficially own, in the aggregate, ___________ shares of MDBC Common Stock. Each Stockholder owns the number of shares, including the number of shares owned directly and beneficially owned, as set for the below.

MDBC COMMON STOCK

CERTIFICATE NO.	NUMBER OF SHARES	RECORD OWNER	BENEFICIAL OWNER

SCHEDULE B

STOCKHOLDER VOTING LIMIT AND STANDSTILL AGREEMENT

The Stockholders beneficially own, in the aggregate, ___________ shares of OLB Common Stock. Each Stockholder owns the number of shares, including the number of shares owned directly and beneficially owned, as set for the below.

OLB COMMON STOCK

CERTIFICATE NO.	NUMBER OF SHARES	RECORD OWNER	BENEFICIAL OWNER

EXHIBIT B

[Form of Support Agreement]

SUPPORT AGREEMENT

This Support Agreement, dated as of September 1, 2010 (this “Agreement”), is made and entered into by and between Old Line Bancshares, Inc., a Maryland corporation (“OLB”), and _________________ (the “Stockholder”), as a stockholder of Maryland Bankcorp, Inc., a Maryland corporation (“MDBC”).

RECITALS

WHEREAS, concurrently herewith, OLB and MDBC are entering into an Agreement and Plan of Merger (as such agreement may hereafter be amended and supplemented from time to time, the “Merger Agreement”), pursuant to which, among other things, MDBC will be merged with and into OLB, with OLB continuing as the surviving company (the “Merger”); and

WHEREAS, the Stockholder is a member of the board of directors of MDBC and/or its wholly-owned subsidiary, Maryland Bank & Trust Company, N.A., a national association (“MDB&T”); and

WHEREAS, as an inducement and a condition to entering into the Merger Agreement, and as part of the transactions contemplated by the Merger Agreement, the Stockholder has agreed to enter into this Agreement.

1. Definitions. Capitalized terms used but not defined herein and defined in the Merger Agreement have the respective meanings ascribed to them in the Merger Agreement. In addition, for purposes of this Agreement:

(a) “Affiliate” of a specified Person means a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such specified Person.

(b) “Beneficially Own” or “Beneficial Ownership” with respect to any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons who together with such Person would constitute a “ group” within the meaning of Section 13(d)(3) of the Exchange Act and, in any event with respect to the Stockholder, shall include Shares held of record by the Stockholder’s spouse and children.

(c) “MDBC Acquisition Transaction” shall mean (i) any merger, consolidation, acquisition, statutory share exchange or similar transaction involving any of the MDBC Companies, other than the Merger, (ii) the disposition, by sale, lease, exchange or otherwise, of assets or deposits of the MDBC Companies representing ten percent or more of the consolidated assets of the MDBC Companies, or (iii) the issuance, sale or other disposition (including by way of merger, consolidation, statutory share exchange or otherwise) of securities representing ten percent or more of the voting power of any of the MDBC Companies.

(d) “MDBC Companies” shall mean collectively MDBC, MDB&T and any subsidiaries thereof.

(e) “Control” and “Controlled,” as used within the definition of Affiliate, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(f) “Effective Time,” means the time when the Merger becomes effective in accordance with the Merger Agreement.

(g) “knowledge” or “known” means, with respect to the Stockholder, the actual knowledge of such Stockholder as to the fact or other matter, however obtained; provided, that no Stockholder who serves as a director or officer of MDBC or MDB&T may deny having actual knowledge of a fact or other matter if a prudent individual possessing the knowledge and experience of the Stockholder and serving in such capacity could be expected to discover or otherwise become aware of such fact or other matter in the ordinary course of performing his, her or its duties as a director or officer. No Stockholder who serves as a director or officer of MDBC or MDB&T may deny having actual knowledge of a fact or other matter by reason of such Stockholder having failed to review information available to such Stockholder in the ordinary course of business in his, her or its capacity as a director or officer of MDBC or MDB&T.

(h) “Person” shall mean an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or other entity.

(i) “Shares” shall mean shares of the common stock, $0.01 par value per share, of MDBC.

(j) “Stockholder’s Shares” shall mean all Shares held of record or Beneficially Owned by the Stockholder, whether currently issued and outstanding or hereafter acquired by purchase, or by exercise of any options, warrants or other securities convertible into or exchangeable or exercisable for Shares, which are held of record or Beneficially Owned by the Stockholder.

(k) “Termination Date” shall mean the date that the Merger Agreement has been terminated in accordance with its terms.

2. Voting of Shares.

(a) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Shares, however called, or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Stockholder’s Shares entitled to vote thereon, (i) in favor of approval of the Merger, the execution and delivery by MDBC of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof, (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of MDBC under the Merger Agreement or this Agreement and (iii) against the following actions: (A) any MDBC Acquisition Transaction; and (B) to the extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement, or implement or lead to any MDBC Acquisition Transaction, (1) any change in a majority of the persons who constitute the board of directors of MDBC, (2) any change in the present capitalization of MDBC or any amendment of MDBC’s Articles of Incorporation or Bylaws, or (3) any other material change in MDBC’s corporate structure or business. In addition to the other covenants and agreements of the Stockholder provided for elsewhere in this Agreement, during the above-described period, the Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2.

(b) It is understood and hereby agreed that this Agreement relates solely to the capacity of the Stockholder as a holder of the Shares and is not in any way intended to affect the exercise of the Stockholder’s responsibilities and fiduciary duties as a director or officer of MDBC.

(c) The Stockholder hereby authorizes disclosure of his, her or its identity and ownership of the Stockholder’s Shares and the nature of his, her or its commitments, arrangements and understandings under this Agreement in any proxy statement and regulatory filing of MDBC, and in any regulatory filing by OLB related to the Merger.

3. Representations and Warranties of the Stockholder. The Stockholder hereby makes the following representations and warranties to OLB, which are true and correct as of the date hereof and shall be true and correct as of the Effective Date:

(a) Ownership. As of the date of this Agreement, the Shares set forth on Exhibit A hereto constitute all of the issued and outstanding Shares owned of record or Beneficially Owned by the Stockholder. The Stockholder has sole power of disposition, sole power to demand appraisal rights and sole power to vote upon and agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares set forth on Exhibit A hereto, with no material limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b) Power; Binding Agreement. The Stockholder has the legal capacity, power and authority to enter into and perform all of the Stockholder’s obligations under this Agreement and all other agreements, documents or instruments referred to in the Merger Agreement or contemplated thereby to which the Stockholder is to be a party and to perform his, her or its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. Each of this Agreement and all other agreements, documents or instruments referred to in the Merger Agreement or contemplated thereby to which the Stockholder may be a party has been or will be duly and validly executed and deli vered by the Stockholder and constitutes or will constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is trustee whose consent is required for the execution and delivery of this Agreement, any other Ancillary Agreement or any other agreements, documents or instruments referred to in the Merger Agreement or contemplated thereby to which the Stockholder is a party or the consummation by the Stockholder of the transactions contemplated hereby or thereby. If the Stockholder is married and the Stockholder’s Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder’s spouse, enforceable against such person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.

(c) No Conflicts. No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority or any Person is necessary for the execution of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby, and none of the execution and delivery of this Agreement by the Stockholder, the consummation by the Stockholder of the transactions contemplated hereby or compliance by the Stockholder with any of the provisions hereof shall (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which the Stockholder is a party or by which the Stockholder or any of his, her or its properties or assets may be bound, or (ii) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to the Stockholder or any of his, her or its properties or assets, in each such case except to the extent that any conflict, breach, default or violation would not interfere in any material respect with the ability of the Stockholder to perform his, her or its obligations hereunder.

(d) No Interests Held in Trust for Benefit of MDBC Companies. To the knowledge of the Stockholder, there is no arrangement pursuant to which the stock or other membership or equity interests of any corporation, joint venture, general partnership, limited partnership, limited liability company, trust or other non-corporate entity is or has been held in trust (whether express, constructive, resulting or otherwise) for the benefit of either of the MDBC Companies.

100

(e) Voting Agreements or Arrangements. To the knowledge of the Stockholder, except as disclosed in Schedule 3.2 to the Merger Agreement, there are no voting trusts, voting agreements, buy-sell agreements or other agreements or arrangements affecting (i) the MDBC Stock, other than this Agreement and the other voting agreements provided for in Section 6.2(p) of the Merger Agreement, or (ii) MDB&T Common Stock.

4. Covenants of the Stockholder. The Stockholder hereby covenants and agrees with OLB as follows:

(a) No Encumbrances. At all times hereafter during the term hereof, all of the Stockholder’s Shares will be held by the Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any liens, claims, understandings or arrangements that do not limit or impair in any material respect Stockholder’s ability to perform his, her or its obligations under this Agreement, and subject to applicable securities laws and the terms of this Agreement.

(b) Actions; Information for Applications.

(i) The Stockholder will take all reasonable actions to and assist in the consummation of the Merger and the transactions contemplated by the Merger Agreement, and will use his, her or its best efforts to cause the MDBC Companies to take the actions that are described in Section 5.4(a) of the Merger Agreement.

(ii) The Stockholder will furnish OLB with all information concerning the MDBC Companies and the Stockholder required for inclusion in any of the OLB Applications. All information concerning the Stockholder and, to the knowledge of the Stockholder, all information concerning the MDBC Companies contained in the OLB Applications, at the time such information is furnished, shall be true and correct in all material respects and will not omit any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c) Confidentiality. The Stockholder shall not disclose or use for his, her or its own purpose or the benefit of others any information that the MDBC Companies are prohibited from disclosing or using for their own purposes or for the benefit of others under Section 5.3 of the Merger Agreement. The Stockholder shall either destroy or return to OLB all documents and materials that are described in Section 5.3 of the Merger Agreement as being required to be destroyed by the MDBC Companies or returned to OLB by the MDBC Companies. The Stockholder shall use his, her or its best efforts to keep confidential all such information, and shall not directly or indirectly use such inform ation for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for one year from the date of this Agreement or the Termination Date, whichever is earlier.

(d) No Solicitation. The Stockholder shall not take any action that is described in Section 5.6 of the Merger Agreement as an action of which the MDBC Companies are prohibited from authorizing or permitting their respective officers, directors or employees to take.

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(e) Press Releases. The Stockholder will not, directly or indirectly, without the prior approval of OLB, issue any press release or written statement for general circulation relating to the Merger Agreement or the Merger except as otherwise required by applicable law or regulation, and then only after making reasonable efforts to notify OLB in advance.

(f) Reorganization. The Stockholder shall not take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

(g) Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, the Stockholder shall not, and shall cause each of his, her or its Affiliates who Beneficially Own any of the Stockholder’s Shares not to, directly or indirectly, without the consent of OLB: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder’s Shares, or any interest therein; (ii) grant any proxies or powers of attorney, deposit any of Stockholder’s Shares into a voting trust or enter into a voting agreement with respect to any of Stockholder’s Shares; (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above; or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder’s obligations under this Agreement.

(h) Waiver of and Agreement Not to Assert Appraisal Rights. The Stockholder hereby confirms his, her or its knowledge of the availability of the rights of objecting Stockholders under the Maryland General Corporation Law with respect to the Merger. The Stockholder hereby waives and agrees not to assert, and shall cause any of his, her or its Affiliates who hold of record any of the Stockholder’s Shares to waive and not to assert, any appraisal rights with respect to the Merger that the Stockholder or such Affiliate may now or hereafter have with respect to any Shares (or any other shares of capital stock of MDBC that the Stockholder shall hold of record at the time that the Stockholder may be entitled to assert appraisal rights with respect to the Merger) whether pursuant to the Maryland General Corporation Law, or otherwise.

(i) Further Assurances. From time to time, at OLB’s request and without further consideration, the Stockholder shall execute and deliver such additional documents reasonably requested by OLB as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Merger Agreement.

5. Representations and Warranties of OLB. OLB hereby represents and warrants to the Stockholder that:

(a) Organization, Standing and Corporate Power. OLB is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, with full corporate power and authority to carry on its business as proposed and currently conducted. Except as described in the Merger Agreement, OLB has the corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.

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(b) Execution, Delivery and Performance by OLB. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of OLB. Except as described in the Merger Agreement, OLB has taken all actions required by law, its Articles of Incorporation, as amended, and its Amended and Restated By-Laws to consummate the transactions contemplated by this Agreement. This Agreement constitutes the valid and binding obligation of OLB and is enforceable against OLB in accordance with its terms, except as enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other simil ar laws relating to or affecting creditors’ rights generally and general equitable principles.

6. Stop Transfer. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, the Stockholder will not request that MDBC register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Stockholder’s Shares.

7. Recapitalization. In the event of a stock dividend or distribution, or any change in the Shares (or any class thereof) by reason of any split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall include, without limitation, all such stock dividends and distributions and any shares into which or for which any or all of the Shares (or any class thereof) may be changed or exchanged as may be appropriate to reflect such event.

8. Binding on Successors and Assigns; Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by operation of law or otherwise, except that OLB may, without the approval of the Stockholder, assign any or all of its rights, interests and obligations hereunder to any wholly-owned subsidiary of OLB. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. The Stockholder agrees that this Agreement, and the obligations of the Stockholder hereunder, shall attach to the Stockholder’s Shares and shall be b inding upon any Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

9. Termination. This Agreement shall terminate without any further action on the part of any party hereto upon (a) the termination of the Merger Agreement pursuant to the terms thereof or (b) the Effective Time. Upon such termination, this Agreement shall forthwith become void and of no further force or effect. The representations and warranties of the parties contained herein shall not survive the termination of this Agreement.

10. Miscellaneous.

(a) Entire Agreement; Amendment. This Agreement, along with any agreements referenced herein, contains the entire, complete, and integrated agreement among the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous arrangements, agreements or understandings among the parties, written or oral, express or implied, that may have related to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties.

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(b) Survival. The representations, warranties and covenants of the parties contained herein shall expire at the Closing.

(c) Governing Law. This Agreement shall in all respects be interpreted, enforced, and governed under the laws of the State of Maryland, without regard to Maryland’s conflict-of-laws provisions. The parties hereby submit to the jurisdiction and venue of the courts of Maryland, and any legal or equitable action to enforce this or any related agreements may only be brought in the circuit courts therein.

(d) Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

(e) Notices. All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed sufficient and duly given: (i) when delivered personally to the recipient; (ii) upon confirmation of good transmission if sent by facsimile; or (iii) when delivered to the last known address of the recipient (A) one business day after delivery to a reputable express courier service for next-day delivery (charges prepaid), or (B) three days after being sent to the recipient by certified mail, return receipt requested and postage prepaid, addressed as follows:

(1) If to OLB:

James W. Cornelsen

President and Chief Executive Officer

Old Line Bancshares, Inc.

1525 Pointer Ridge Place

Bowie, Maryland 20716

Fax: (301) 430-2531

with copy to:

Ober, Kaler, Grimes & Shiver

A Professional Corporation

120 East Baltimore Street

Baltimore, Maryland 21202-1643

Attn: Frank C. Bonaventure, Jr., Esq.

(2) If to the Stockholder:

At the address(es) indicated on the applicable signature page hereto.

Addresses may be changed by notice in writing signed by the addressee.

(f) Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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(g) Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any such right, power or remedy by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(h) No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto; provided, that in the event of the Stockholder’s death, the obligations of the Stockholder hereunder shall attach to the Stockholder’s Shares and shall be binding upon any Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation the Stockholder’s heirs, guardians, administrators or successors.

(i) Counterparts; Facsimile. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which together will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

(j) Construction. This Agreement has been prepared by all parties hereto, and the language used herein shall not be construed in favor of or against any particular party.

(k) No Waiver. The delay or failure on the part of any party to (i) insist upon the strict compliance with any of the terms of this Agreement or (ii) exercise any rights or remedies hereunder shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure, nor shall any single or partial exercise of any right or remedy hereunder preclude any subsequent exercise thereof or the exercise of any other right or remedy at any later time or times.

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(l) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH IT MAY BE A PARTY, ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS AGREEMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES HERETO. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH PARTY, AND EACH HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH PARTY FURTHER RE PRESENTS THAT IT HAS HAD THE OPPORTUNITY TO BE REPRESENTED IN THE EXECUTION OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

[Signatures appear on the following page.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

	OLD LINE BANCSHARES, INC.


	By:_________________________________
	James W. Cornelsen
	President and Chief Executive Officer


	STOCKHOLDER:


	Print Name:___________________________

	Address for Notice:

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EXHIBIT A

SUPPORT AGREEMENT

CLASS OF SHARES	CERTIFICATE NO.	NUMBER OF SHARES	RECORD OWNER	BENEFICIAL OWNER
Common Stock
Common Stock

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EXHIBIT C

[Form of MDBC Executive Non-Compete Agreement]

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EXECUTIVE NONCOMPETITION AGREEMENT

THIS EXECUTIVE NONCOMPETITION AGREEMENT dated as of _______, 20___ (the “Agreement”) is made and entered into by and between Old Line Bancshares, Inc., a Maryland corporation (“OLB”), and _________________, an executive officer (the “Executive”) of Maryland Bankcorp, Inc., a Maryland corporation (the “MDBC”).

RECITALS

WHEREAS, as an inducement and a condition to entering into the Merger Agreement, and as part of the transactions contemplated by the Merger Agreement, Executive has agreed, in exchange for adequate consideration hereunder, to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Noncompetition. In exchange for the sum of Two Hundred Thousand Dollars ($200,000) from OLB to Executive, of which $25,000 shall be paid at the Effective Time (as that term is defined below) and the remaining amount shall be payable in equal installments on a quarterly basis during the first two years of the Non-Compete Period (as that term is defined below), Executive agrees, for a period commencing at such time when the Merger is consummated (the “Effective Time”) and continuing for the following three years (the “No n-Compete Period”), that Executive will not either individually or together with any other person or entity:

(b) directly or indirectly induce any employee or contractor of the Bank or its affiliates or successors (including OLB) as of the Effective Time to terminate his or her employment or engagement with MDBC and the Bank or its affiliates or successors (including OLB) or to hire any such employee or former employee of the Bank or its affiliates or successors (including OLB);

(c) cause, induce or encourage, directly or indirectly, any person or entity who is a customer, depositor or client of the Bank, its affiliates or successors (including OLB) as of the Effective Time to terminate or adversely change any relationship with the Bank, its affiliates or successors (including OLB) or cause, induce or encourage any person or entity that is a potential supplier, customer, depositor or client of the Bank, its affiliates or successors (including OLB) after the Effective Time not to enter into any business relationship with the Bank, its affiliates or successors (including OLB); or

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(d) directly or indirectly in any capacity, including but not by way of limitation, as an owner, employee, employer, operator, investor, independent contractor, agent, stockholder, partner (general or limited), joint venturer, member, manager, officer, director, consultant, franchisee, franchiser, adviser or co-worker, whether or not for compensation enter into, conduct, participate or engage in the business of banking or in any banking-related business which is being conducted by the Bank or OLB, including without limitation the operation of a bank, savings and loan association, savings bank, credit union or other financial institution, or a holding company for such an institution; provided, that it shall not be a violation of this provision for Executive to own up to a 4.9% ownership interest in any such institution or holding company as a passive investor.

2. Ancillary Agreement; Remedies. Executive agrees and acknowledges that (i) this Agreement is ancillary to the Merger Agreement, and the primary purpose of the Merger Agreement is not to obligate Executive to render personal services, (ii) the provisions hereof are reasonable and necessary for the protection of OLB from and after the Effective Time, including protection from the prevention of the use or misuse of the trade secrets, client and customers lists and established customer relationships of the Bank, its affiliates or successors (including OLB), (iii) the breach of Section 1 of this Agreement by Executive will result in irre parable harm to OLB, (iv) no adequate remedy at law is available to OLB for the breach by him of the provisions of Section 1 of this Agreement, and (v) OLB shall be entitled to specific enforcement, and injunctive relief for any breach or threatened breach, of Section 1 of this Agreement, without the necessity of proving actual monetary loss and without bond or other security being required.

3. Covenant to Cooperate. During the first two years of the Non-Compete Period, Executive agrees to (a) assist OLB and the Bank with any questions and concerns, and provide any advice upon request, regarding the Merger, or the business, operations, target market, personnel matters, vendors, service, or customers of MDBC or Maryland Bank & Trust Company, N.A. prior to the Merger, and (b) fully cooperate with OLB and the Bank to provide for a smooth transition period following the Merger.

4. Miscellaneous.

(a) Non-Assignability. This Agreement may not be assigned by Executive.

(b) Binding on Successors and Assigns. This Agreement shall inure to the benefit of and bind the respective successors and permitted assigns of the parties hereto. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein, it being the intention of the parties to this Agreement that this Agreement shall be for the sole and exclusive benefit of such parties or such successors and assigns and not for the benefit of any other person.

(c) Entire Agreement; Amendment. This Agreement, along with any agreements referenced herein, contains the entire, complete, and integrated agreement among the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous arrangements, agreements or understandings among the parties, written or oral, express or implied, that may have related to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties.

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(d) Governing Law. This Agreement shall in all respects be interpreted, enforced, and governed under the laws of the State of Maryland, without regard to Maryland’s conflict-of-laws provisions. The parties hereby submit to the jurisdiction and venue of the courts of Maryland, and any legal or equitable action to enforce this or any related agreements may only be brought in the circuit courts therein.

(e) Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

(f) Notices. All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed sufficient and duly given: (i) when delivered personally to the recipient; (ii) upon confirmation of good transmission if sent by facsimile; or (iii) when delivered to the last known address of the recipient (A) one business day after delivery to a reputable express courier service for next-day delivery (charges prepaid), or (B) three days after being sent to the recipient by certified mail, return receipt requested and postage prepaid, addressed as follows:

(1) If to OLB:

Old Line Bancshares, Inc.

1525 Pointer Ridge Place

Bowie, Maryland 20716

Attn: James W. Cornelsen, President and CEO

Fax: (301) 430-2531

with copy to:

Ober, Kaler, Grimes & Shiver, P.C.

120 East Baltimore Street

Baltimore, Maryland 21202-1643

Attn: Frank C. Bonaventure, Jr., Esq.

(2) If to Executive:

At the address(es) indicated on the applicable signature page hereto.

Addresses may be changed by notice in writing signed by the addressee.

(g) Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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(h) Counterparts; Facsimile. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which together will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

(i) Construction. This Agreement has been prepared by all parties hereto, and the language used herein shall not be construed in favor of or against any particular party.

(j) No Waiver. The delay or failure on the part of any party to (i) insist upon the strict compliance with any of the terms of this Agreement or (ii) exercise any rights or remedies hereunder shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure, nor shall any single or partial exercise of any right or remedy hereunder preclude any subsequent exercise thereof or the exercise of any other right or remedy at any later time or times.

(k) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH IT MAY BE A PARTY, ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS AGREEMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES HERETO. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH PARTY, AND EACH HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH PARTY FURTHER RE PRESENTS THAT IT HAS HAD THE OPPORTUNITY TO BE REPRESENTED IN THE EXECUTION OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

[Signatures appear on the following page.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

	OLB:

	OLD LINE BANCSHARES, INC.


	By:_________________________________________
	Name: James W. Cornelsen
	Title: President and Chief Executive Officer



	EXECUTIVE:


	_______________________________________
	Print Name:______________________________

	Address for Notice:

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EXHIBIT D

[Form of Bank Merger Agreement]

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PLAN OF MERGER

MARYLAND BANK & TRUST COMPANY, N.A.

with and into

OLD LINE BANK

THIS PLAN OF MERGER by and between Maryland Bank & Trust Company, N.A. (“MDB&T”) and Old Line Bank (“Old Line”) is dated as of _____________, 20___

RECITALS

WHEREAS, MDB&T is a national banking association organized and existing under the National Bank Act, as amended (the “NBA”), with its principal office at 46930 South Shangri La Drive, Lexington Park, Maryland 20653, with an authorized capitalization of 1,400,000 shares of common stock, $10.00 par value per share (“MDB&T Common Stock”), of which 646,626 shares of MDB&T Common Stock are issued and outstanding; and

WHEREAS, MDB&T is a wholly-owned subsidiary of Maryland Bankcorp, Inc., a Maryland corporation with its principal office at 46930 South Shangri La Drive, Lexington Park, Maryland 20653 (“MDBC”); and

WHEREAS, Old Line is trust company with commercial banking powers chartered under the laws of the State of Maryland with its principal office at 1575 Pointer Ridge Place, Bowie, Maryland 20716, with an authorized capitalization of 6,000,000 shares, consisting of (i) 5,000,000 shares of common stock, par value $10.00 per share (“Old Line Common Stock”), of which 585,631.5 shares are issued and outstanding, and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, none of which are issued and outstanding; and

WHEREAS, OLB is a wholly-owned subsidiary of Old Line Bancshares, Inc., a Maryland corporation with its principal office at 1575 Pointer Ridge Place, Bowie, Maryland 20716 (“OLB”); and

WHEREAS, concurrently herewith, OLB and MDBC are entering into an Agreement and Plan of Merger dated as of the date hereof (as such agreement may hereafter be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which MDBC will merge with and into OLB with OLB being the surviving corporation (the “Merger”); and

WHEREAS, it is contemplated that, pursuant to the Merger Agreement, MDB&T will be merged with and into Old Line, with Old Line being the surviving institution, immediately after the Merger is consummated (the “Bank Merger”); and

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WHEREAS, each of the Boards of Directors of MDBC and OLB has determined that the Bank Merger would be in the best interests of its respective bank, have approved the Bank Merger and have authorized its respective bank to enter into this Plan of Merger; and

WHEREAS, the parties hereto intend that the Bank Merger shall qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

ARTICLE I

Subject to the terms and conditions of this Plan of Merger, MDB&T shall be merged with and into Old Line (which shall be the surviving institution) pursuant to, and shall have the effect provided in and by, 12 U.S.C. 215, et seq., and Title 3, Subtitle 7 of the Financial Institutions Article of the Annotated Code of Maryland.

ARTICLE II

The name of the surviving institution in the Bank Merger (hereinafter referred to as the “Merged Bank”) shall be “Old Line Bank.”

ARTICLE III

The business of the Merged Bank shall be that of a trust company with commercial banking powers chartered under the laws of the State of Maryland. This business shall be conducted by the Merged Bank at its principal office at 1575 Pointer Ridge Place, Bowie, Maryland 20716, at all duly authorized and operating branches of Old Line and MDB&T as of the Effective Time (as hereinafter defined), and at all other offices and facilities of Old Line and MDB&T established as of the Effective Time (defined below). All of such branches, offices and facilities are listed on Schedule 1, which is attached hereto and made a part hereof.

ARTICLE IV

Section 4.1. At the Effective Time, the separate existence of MDB&T shall cease and the corporate existence of Old Line, as the Merged Bank, shall continue unaffected and unimpaired by the Bank Merger, and the Merged Bank shall be deemed to be the same business and corporate entity as each of MDB&T and Old Line. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of MDB&T and Old Line shall vest in Old Line as the Merged Bank, and the Merged Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of MDB&T and Old Line, and to have succeeded to all of the relationships, fiduciary or otherwise, of MDB&T and Old Line as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Merged Bank; provided, however, that the Merged Bank shall not, through the Bank Merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred on the Merged Bank by the laws of the State of Maryland or the laws of the United States.

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Section 4.2. The Merged Bank, upon the consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as agent, trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, conservator, assignee, receiver and committee of estates of incompetents, bailee or depository of personal property, and in every other fiduciary and/or custodial capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by MDB&T and Old Line immediately prior to the Effective Time.

ARTICLE V

Section 5.1. At the Effective Time, (i) all of the shares of MDB&T Common Stock validly issued and outstanding immediately prior to the Effective Time shall, by virtue of the Bank Merger and without any action on the part of the holder thereof, be canceled and retired, and no cash, new shares of common stock, or other property shall be delivered in exchange therefor, and (ii) the shares of Old Line Common Stock issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, continue to be issued and outstanding.

Section 5.2. At and after the Effective Time, certificates evidencing shares of MDB&T Common Stock shall thereafter not evidence any interest in MDB&T or the Merged Bank.

Section 5.3. The stock transfer book of MDB&T shall be closed as of the Effective Time and, thereafter, no transfer of any shares of MDB&T Common Stock shall be recorded therein.

ARTICLE VI

Section 6.1. Upon the Effective Time, the Board of Directors of the Merged Bank shall be comprised of those persons serving as directors of Old Line immediately prior to the Effective Time, along with Thomas B. Watts and G. Thomas Daugherty. Messrs. Watts and Daugherty shall each serve until the annual meeting of stockholders of Old Line to be held in 2012. Each such director shall hold office until the expiration of his term, unless sooner removed, disqualified or deceased, or unless such director resigns, and until his successor has been elected and qualified.

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Section 6.2. Upon the Effective Time, the executive officers of the Merged Bank shall be comprised of those persons serving as executive officers of Old Line immediately prior to the Effective Time.

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ARTICLE VII

From and after the Effective Time, (i) the charter of the Merged Bank shall be the charter of Old Line in effect immediately prior to the Effective Time and shall thereafter continue in full force and effect until further altered, amended or repealed in accordance with law, and (ii) the bylaws of the Merged Bank shall be the Amended and Restated Bylaws of Old Line in effect immediately prior to the Effective Time and shall thereafter continue in full force and effect until further altered, amended or repealed in accordance with law.

ARTICLE VIII

This Plan of Merger may be amended or terminated by mutual consent of MDB&T and Old Line at any time prior to the Effective Time, except that no provision in Article IX may be amended or waived at any time pursuant to its terms. In addition, this Plan of Merger will terminate upon the termination of the Merger Agreement.

ARTICLE IX

Section 9.1. This Plan of Merger and the Bank Merger shall be adopted and approved by the written consent of (i) the board of directors of MDB&T, (ii) MDBC, as the sole holder of all of the outstanding shares of MDB&T Common Stock, and (iii) the board of directors of Old Line.

Section 9.2. The Bank Merger shall be effective the later of (i) the time and date designated by Old Line to the Maryland Office of the Commissioner of Financial Regulation (the “Commissioner”) as the time and date on which the Bank Merger shall be effective, and (ii) the time and date on which the Commissioner orders the Bank Merger to be effective (the “Effective Time”); provided, however, that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the Merger.

Section 9.3. This Plan of Merger is subject to approval by the Commissioner and OLB and MDBC, as sole shareholders of Old Line and MDB&T, respectively.

Section 9.4. Notwithstanding any provision of this Plan of Merger to the contrary, it shall be a condition to the consummation of the Bank Merger and the parties’ obligations to consummate the Bank Merger that, immediately prior to the Effective Time, OLB shall be the sole holder of all of the issued and outstanding MDB&T Common Stock.

ARTICLE X

All notices under this Plan of Merger shall be in writing and shall be deemed sufficient and duly given: (a) when delivered personally to the recipient; (b) upon confirmation of good transmission if sent by facsimile; or (c) when delivered to the last known address of the recipient (i) one business day after delivery to a reputable express courier service for next-day delivery (charges prepaid), or (ii) three days after being sent to the recipient by certified mail, return receipt requested and postage prepaid, addressed as follows:

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if to MDB&T:

Maryland Bank & Trust Company, N.A.

46930 South Shangri La Drive

Lexington Park, Maryland 20653

Attn: Thomas B. Watts, Chairman and CEO

Fax: (301) 866-9204

if to Old Line:

Old Line Bank

1525 Pointer Ridge Place

Bowie, Maryland 20716

Attn: James W. Cornelsen, President and CEO

Fax: (301) 430-2531

or to such other address as such party may designate by notice to the others and shall be deemed to have been given upon receipt.

ARTICLE XI

From time to time as and when reasonably requested by the Merged Bank and to the extent permitted by law and at the expense of the Merged Bank, the officers and directors of MDB&T and Old Line last in office shall execute and deliver such assignments, deeds and other instruments and shall take or cause to be taken such further or other action as shall be necessary in order to vest or perfect in or to confirm of record or otherwise to the Merged Bank title to, and possession of, all of the property, rights, power and franchises of MDB&T and Old Line, including, without limitation, all rights and interests of MDB&T and Old Line in any fiduciary and/or custodial capacity, and otherwise to carry out the purposes of this Plan of Merger, and the proper officers and directors of the Merged Bank, as the receiving and surviving ent ity, are fully authorized to take any and all such action in the name of MDB&T and Old Line or otherwise.

ARTICLE XII

This Plan of Merger is binding upon and is for the benefit of MDB&T and Old Line and their respective successors and permitted assigns; provided, however, that neither this Plan of Merger nor any rights or obligations hereunder may be assigned by any party hereto to any other person without the prior consent in writing of each other party hereto. This Plan of Merger is not made for the benefit of any person, firm, corporation or association not a party hereto and no other person, firm, corporation or association shall acquire or have any right under or by virtue of this Plan of Merger.

ARTICLE XIII

Notwithstanding any other provision of this Plan of Merger, this Plan of Merger may be terminated at any time prior to the Effective Time by either of the parties.

ARTICLE XIV

This Plan of Merger shall in all respects be interpreted, enforced, and governed under the laws of the State of Maryland, without regard to Maryland’s conflict-of-laws provisions, except to the extent federal law may be applicable. The parties hereby submit to the jurisdiction and venue of the courts of Maryland, and any legal or equitable action to enforce this or any related agreements may only be brought in the circuit courts therein.

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ARTICLE XV

This Plan of Merger shall constitute a plan of reorganization for the Bank Merger within the meaning of Section 368 of the Code.

ARTICLE XVI

Any term or provision of this Plan of Merger which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Plan of Merger or affecting the validity or enforceability of any of the terms or provisions of this Plan of Merger in any other jurisdiction. If any provision of this Plan of Merger is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

ARTICLE XVII

This Plan of Merger may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures appear on the following page.]

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IN WITNESS WHEREOF, MDB&T and Old Line have each caused this Plan of Merger to be executed as of the date first above written.

Attest:		Old Line Bank


By:___________________________		By:______________________________
Name:________________________		Name:____________________________
Title:_________________________		Title:_____________________________


Attest:		Maryland Bank & Trust Company, N.A.


By:___________________________		By:______________________________
Name:_________________________		Name:____________________________
Title:__________________________		Title:_____________________________

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SCHEDULE 1

Branches, Facilities and Offices of

Old Line Bank and

Maryland Bank & Trust Company, N.A.

Main Office (and Branch Office) of Old Line Bank

(1) 1525 Pointer Ridge Place, Bowie, Maryland 20716

Branch Offices of Old Line Bank

(1) 2995 Crain Highway, Waldorf, MD 20601

(2) 12080 Old Line Centre, Waldorf, MD 20602

(3) 15808 Livingston Road, Accokeek, MD 20607

(4) 7801 Old Branch Ave, Clinton, MD 20735

(5) 6421 Ivy Lane, Greenbelt, MD 20770

(6) 9658 Baltimore Ave. Suite 101, College Park, MD 20740

(7) 167 Jennifer Road, Suite U, Annapolis, MD 21401

(8) 1641 MD Route 3 North, #109, Crofton, MD 21114

(9) 12100 Annapolis Road, Suite 1, Glenn Dale MD 20769

Main Office (and Branch Office) of Maryland Bank & Trust Company, N.A.

(1) 46930 South Shangri La Drive, Lexington Park, Maryland 20653

Branch Offices of Maryland Bank & Trust Company, N.A.

(1) 3135 Leonardtown Road, Waldorf, MD 20601

(2) Hickory Hills Shopping Center, 22741 Three Notch Road, California, MD 20619

(3) Chapline Shopping Center, 691 Prince Frederick Blvd. North Prince Frederick, MD 20678

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(4) 7175 Indian Head Highway, Bryans Road, MD 20616

(5) Potomac Village Shopping Center, 12740 Old Fort Road, Ft. Washington, MD 20744

(6) 101 Charles Street Suite 102, La Plata, MD 20646

(7) 80 Holiday Drive, Solomons, MD 20688

(8) 20990 Point Lookout Road, Callaway, MD 20620

(9) La Plata Wal-Mart®, 40 Drury Drive, La Plata, MD 20646

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EXHIBIT E

[Form of Director Non-Compete Agreement]

126

DIRECTOR NONCOMPETITION AGREEMENT

THIS DIRECTOR NONCOMPETITION AGREEMENT dated as of _______, 20___ (the “Agreement”) is made and entered into by and between Old Line Bancshares, Inc., a Maryland corporation (“OLB”), and _________________, a director (the “Director”) of Maryland Bankcorp, Inc., a Maryland corporation (the “MDBC”) and/or Maryland Bank & Trust Company, N.A., a national association (“MDB&T”).

RECITALS

WHEREAS, MDB&T is a wholly-owned subsidiary of MDBC; and

WHEREAS, Director is a stockholder of MDBC; and

WHEREAS, as an inducement and a condition to entering into the Merger Agreement, and as part of the transactions contemplated by the Merger Agreement, Director has agreed, in exchange for adequate consideration hereunder, to enter into this Agreement.

1. Noncompetition. In exchange for the lump sum payment of Fifty Thousand Dollars ($50,000) from OLB to Director on or immediately following the Effective Time, Director agrees, for a period commencing at such time when the Merger is consummated (the “Effective Time”) and continuing for the following three years (the “Non-Compete Period”), that Director will not either individually or together with any other person or entity:

(a) transact any commercial banking or other banking-related business with any person or entity who is a customer, depositor or client of Old Line Bank (the “Bank”), or its affiliates or successors (including OLB), as of the Effective Time, other than on behalf of, and at the request of, OLB or any of its affiliates or successors, except for such customer, depositors or clients of the Bank for whom, prior to the Effective Time, the Director advised as an attorney, accountant or investment advisor, and for whom the Director continues to provide such services after the Effective Time;

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(d) in the Counties of Anne Arundel, Calvert, Charles, Prince George’s and St. Mary’s in the State of Maryland, directly or indirectly in any capacity, including but not by way of limitation, as an owner, employee, employer, operator, investor, independent contractor, agent, stockholder, partner (general or limited), joint venturer, member, manager, officer, director, consultant, franchisee, franchiser, adviser or co-worker, whether or not for compensation enter into, conduct, participate or engage in the business of banking or in any banking-related business which is being conducted by the Bank or OLB, including without limitation the operation of a bank, savings and loan association, savings bank, credit union or other financial institution, or a holding company for such an institution; provided, that it shall not be a violation of this provision for Director to own up to a 4.9% ownership interest in any such institution or holding company as a passive investor.

2. Ancillary Agreement; Remedies. The Director agrees and acknowledges that (a) this Agreement is ancillary to the Merger Agreement, and the primary purpose of the Merger Agreement is not to obligate Director to render personal services, (b) the provisions hereof are reasonable and necessary for the protection of OLB from and after the Effective Time, including protection from the prevention of the use or misuse of the trade secrets, client and customers lists and established customer relationships of the Bank, its affiliates or successors (including OLB), (c) the breach of Section 1 of this Agreement by Director will result in irrepa rable harm to OLB, (d) no adequate remedy at law is available to OLB for the breach by him of the provisions of Section 1 of this Agreement, and (e) OLB shall be entitled to specific enforcement, and injunctive relief for any breach or threatened breach, of Section 1 of this Agreement, without the necessity of proving actual monetary loss and without bond or other security being required.

3. Miscellaneous.

(a) Non-Assignability. This Agreement may not be assigned by Director.

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(e) Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

(1) If to OLB:

Old Line Bancshares, Inc.

1525 Pointer Ridge Place

Bowie, Maryland 20716

Attn: James W. Cornelsen, President and CEO

Fax: (301) 430-2531

with copy to:

Ober, Kaler, Grimes & Shiver, P.C.

120 East Baltimore Street

Baltimore, Maryland 21202-1643

Attn: Frank C. Bonaventure, Jr., Esq.

(2) If to Director:

At the address(es) indicated on the applicable signature page hereto.

Addresses may be changed by notice in writing signed by the addressee.

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(i) Construction. This Agreement has been prepared by all parties hereto, and the language used herein shall not be construed in favor of or against any particular party.

[Signatures appear on the following page.]

130

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

	OLB:

	OLD LINE BANCSHARES, INC.


	By:______________________________
	Name: James W. Cornelsen
	Title: President and Chief Executive Officer



	DIRECTOR:


	________________________________
	Print Name:_______________________

	Address for Notice:

Maryland	000-50345	20-0154352
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

	OLD LINE BANCSHARES, INC.


Date: September 2, 2010	By: /s/Christine M. Rush
	Christine M. Rush, Chief Financial Officer

PRESS RELEASE	OLD LINE BANCSHARES, INC.
FOR IMMEDIATE RELEASE	CONTACT: CHRISTINE M. RUSH
September 1, 2010	CHIEF FINANCIAL OFFICER
	(301) 430-2544

	MARYLAND BANKCORP, INC.
	CONTACT: LARRY WRIGHT
	SENIOR VICE PRESIDENT
	(301) 645-5644

	1525 Pointer Ridge Place
	Bowie, Maryland	20716
	(Address of Principal Executive Offices)	(Zip Code)

ATTEST:		OLD LINE BANCSHARES, INC.


By:	/s/ Christine M. Rush	By:	/s/ James W. Cornelsen
Name:	Christine M. Rush	Name:	James W. Cornelsen
Title:	Secretary	Title:	President and Chief Executive Officer

ATTEST:		MARYLAND BANKCORP, INC.


By:	/s/ Lawrence H. Wright	By:	/s/ Thomas B. Watts
Name:	Lawrence H. Wright	Name:	Thomas B. Watts
Title:	Secretary	Title:	Chairman and Chief Executive Officer