Old Line Bancshares Inc Sample Contracts

Old Line Bancshares Inc – Acquisition of Old Line Bancshares, Inc. 23 July 2019 The statements in this presentation that are not historical facts, in particular the statements with respect to the expected timing of and benefits of the proposed merger between WesBanco and Old Line, the parties’ plans, obligations, expectations, and intentions, and the statements with respect to accretion, earn back of tangible book value, tangible book value dilution and internal rate of return, constitute forward - looking statements as defined by federal securities laws . Such statements are subject to numerous assumptions, risks, and (July 24th, 2019)
Old Line Bancshares Inc – WesBanco, Inc. Announces Agreement and Plan of Merger with Old Line Bancshares, Inc. (July 24th, 2019)

WHEELING, W. Va., July 23, 2019 /PRNewswire/ -- WesBanco, Inc. ("WesBanco") (Nasdaq:WSBC) and Old Line Bancshares, Inc. ("Old Line") (Nasdaq:OLBK) jointly announced today that they have executed a definitive Agreement and Plan of Merger providing for the merger of Old Line with and into WesBanco. Christopher V. Criss, Chairman of the Board, and Todd F. Clossin, President and Chief Executive Officer, of WesBanco and Craig E. Clark, Chairman of the Board, and James W. Cornelsen, President and Chief Executive Officer, of Old Line, made the joint announcement.

Old Line Bancshares Inc – AGREEMENT AND PLAN OF MERGER (July 24th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2019, is made and entered into by and among Wesbanco, Inc., a West Virginia corporation (“Buyer”), Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of Buyer (“Buyer Sub”), Old Line Bancshares, Inc., a Maryland corporation (“Seller”), and Old Line Bank, a trust company with commercial banking powers chartered under the laws of the State of Maryland and a wholly-owned subsidiary of Seller (“Seller Sub”). Buyer and Seller are sometimes hereinafter collectively referred to as the “Constituent Corporations.” References herein to a “party” (with respect to being a party to this Agreement) mean either (i) Seller and Seller Sub, on the one hand, or (ii) Buyer and Buyer Sub, on the other hand.

Old Line Bancshares Inc – Old Line Bancshares, Inc. Reports Net Income of $8.9 Million for the Quarter Ended June 30, 2019 (July 24th, 2019)

BOWIE, Md., July 23, 2019 (GLOBE NEWSWIRE) -- Old Line Bancshares, Inc. (“Old Line Bancshares” or the “Company”) (Nasdaq: OLBK), the parent company of Old Line Bank (the “Bank”), reports net income increased $6.2 million, or 226.95%, to $8.9 million for the three months ended June 30, 2019, compared to $2.7 million for the three-month period ended June 30, 2018. Earnings were $0.52 per basic and diluted common share for the three months ended June 30, 2019, compared to $0.17 per basic and diluted common share for the three months ended June 30, 2018. The increase in net income for the second quarter of 2019 as compared to the same 2018 period is primarily the result of a $6.3 million decrease in non-interest expenses. Net income for the 2018 period included $7.1 million ($6.2 million net of taxes) of merger-related expenses (or $0.38 per basic and $0.37 per diluted common share) in connection with the Company’s acquisition of Bay Bancorp, Inc. (“BYBK”), the former parent company of Bay

Old Line Bancshares Inc – EXECUTIVE EMPLOYMENT AGREEMENT (May 10th, 2019)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 15th day of April 2019, by and between OLD LINE BANK, a Maryland-chartered trust company exercising the powers of a commercial bank (the "Bank" or "Employer"), and William J. Bush, a resident of the State of Maryland (the "Employee").

Old Line Bancshares Inc – OLD LINE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (August 9th, 2018)

This Old Line Bank Supplemental Executive Retirement Plan (“Plan”) is adopted as of this 7th day May, 2018 (the “Effective Date”) by Old Line Bank, a Maryland corporation (the “Employer” or the “Bank”) for the benefit of _____________________ (the “Executive”). The purpose of the Plan is to provide certain supplemental nonqualified pension benefits to certain executives who have contributed substantially to the success of the Employer and the Employer desires to incentivize the executives to continue in its employ.

Old Line Bancshares Inc – FIRST AMENDMENT TO THE OLD LINE BANK SALARY CONTINUATION PLAN AGREEMENT (2012-A Plan) (August 9th, 2018)

WHEREAS, Old Line Bank, (the “Bank”) and James Cornelsen, (the “Executive”) previously entered into the Old Line Bank Salary Continuation Plan Agreement (2012-A Plan), originally effective as of October 1st, 2012 (the “Agreement” or “Plan”); and

Old Line Bancshares Inc – FIRST AMENDMENT TO THE OLD LINE BANK SALARY CONTINUATION PLAN AGREEMENT (2014) (August 9th, 2018)

WHEREAS, Old Line Bank, (the “Bank”) and Mark Semanie, (the “Executive”) previously entered into the Old Line Bank Salary Continuation Plan Agreement (2014), originally effective as of March 27, 2014 (the “Agreement” or “Plan”); and

Old Line Bancshares Inc – SECOND AMENDMENT TO THE OLD LINE BANK SALARY CONTINUATION AGREEMENT (August 9th, 2018)

WHEREAS, Old Line Bank, (the “Bank”) and James Cornelsen, (the “Executive”) previously entered into the Old Line Bank Salary Continuation Agreement, originally effective as of January 1st, 2006 (the “Agreement” or “Plan”); and

Old Line Bancshares Inc – FIRST AMENDMENT TO THE OLD LINE BANK SALARY CONTINUATION PLAN AGREEMENT (2012-B Plan) (August 9th, 2018)

WHEREAS, Old Line Bank, (the “Bank”) and James Cornelsen, (the “Executive”) previously entered into the Old Line Bank Salary Continuation Plan Agreement (2012-B Plan), originally effective as of October 1st, 2012 (the “Agreement”); and

Old Line Bancshares Inc – FIRST AMENDMENT TO THE OLD LINE BANK SALARY CONTINUATION PLAN AGREEMENT (2010 PLAN) (August 9th, 2018)

WHEREAS, Old Line Bank, (the “Bank”) and James Cornelsen, (the “Executive”) previously entered into the Old Line Bank Salary Continuation Plan Agreement (2010 Plan), originally effective as of June 7th, 2010 (the “Agreement” or “Plan”); and

Old Line Bancshares Inc – UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS OF OLD LINE BANCSHARES, INC. AND BAYBANCORP, INC. (June 20th, 2018)

The following unaudited pro forma combined balance sheets as of March 31, 2018 and unaudited pro forma condensed combined statements of income for the three month period ended March 31, 2018, and the twelve months ended December 31, 2017, illustrate the effect of the merger of Bay Bancorp, Inc. with and into Old Line Bancshares, Inc. (“Old Line Bancshares”). We have based the unaudited pro forma condensed combined financial statements on the unaudited balance sheets at March 31, 2018, the unaudited consolidated statements of income for the three month periods ended March 31, 2018, and the audited statements of income for the twelve months ended December 31, 2017 of Bay Bancorp, Inc. and Old Line Bancshares.

Old Line Bancshares Inc – CONSOLIDATE FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT BAY BANCORP, INC. AND SUBSIDIARY DECEMBER 31, 2017 AND 2016 (June 20th, 2018)

We have audited the accompanying consolidated balance sheets of Bay Bancorp, Inc. and subsidiary (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the years ended December 31, 2017 and 2016, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Old Line Bancshares Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (May 9th, 2018)

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 7th day of May, 2018, by and between OLD LINE BANK, a Maryland-chartered trust company exercising the powers of a commercial bank (the “Bank” or “Employer”), and Mark A. Semanie, a resident of the State of Maryland (the “Employee”).

Old Line Bancshares Inc – EXECUTIVE EMPLOYMENT AGREEMENT (May 9th, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 7th day of May, 2018, by and between OLD LINE BANK, a Maryland-chartered trust company exercising the powers of a commercial bank (the “Bank” or “Employer”), and Jack Welborn, a resident of the State of Maryland (the “Employee”).

Old Line Bancshares Inc – EXECUTIVE EMPLOYMENT AGREEMENT (May 9th, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 7th day of May, 2018, by and between OLD LINE BANK, a Maryland-chartered trust company exercising the powers of a commercial bank (the “Bank” or “Employer”), and Elise Hubbard, a resident of the State of Maryland (the “Employee”).

Old Line Bancshares Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (May 9th, 2018)

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 7th day of May, 2018, by and between OLD LINE BANK, a Maryland-chartered trust company exercising the powers of a commercial bank (the “Bank” or “Employer”), and Martin John Miller, a resident of the State of Maryland (the “Employee”).

Old Line Bancshares Inc – THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (February 2nd, 2018)

THIS THIRD AMENDENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Third Amendment”) is made effective as of the 1st day of January 2017, by and between OLD LINE BANK, a Maryland-chartered commercial bank (the “Bank” or “Employer”) and Martin John Miller (the “Employee”). This Third Amendment amends in certain respects that certain Executive Employment Agreement dated February 26, 2014, between the Bank and Employee, (the “Original Agreement”).

Old Line Bancshares Inc – FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (February 2nd, 2018)

THIS FOURTH AMENDENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Fourth Amendment”) is made effective as of the 1st day of January 2017, by and between OLD LINE BANK, a Maryland-chartered commercial bank (the “Bank” or “Employer”) and Mark A. Semanie (the “Employee”). This Fourth Amendment amends in certain respects that certain Executive Employment Agreement dated May 13, 2013, between the Bank and Employee, (the “Original Agreement”).

Old Line Bancshares Inc – SIXTH AMENDMENT TO RE-STATED EXECUTIVE EMPLOYMENT AGREEMENT (February 2nd, 2018)

THIS SIXTH AMENDENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Sixth Amendment”) is made effective as of the 1st day of January 2017, by and between OLD LINE BANK, a Maryland-chartered commercial bank (the “Bank” or “Employer”) and JOSEPH E. BURNETT (the “Employee”). This Sixth Amendment amends in certain respects that certain Executive Employment Agreement dated January 28, 2011, between the Bank and Employee, (the “Original Agreement”).

Old Line Bancshares Inc – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 2nd, 2018)

THIS FIRST AMENDMENT TO RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”) is made effective as of the 1st day of January 2017, by and between OLD LINE BANK, a Maryland-chartered commercial bank (the “Bank “ or Employer”) and JAMES W. CORNELSEN, (the “Employee”). This First Amendment amends in certain respects that certain Restated Employment Agreement dated December 10, 2015, between the Bank and Employee, (the “Original Restated Employment Agreement”).

Old Line Bancshares Inc – OLD LINE BANCSHARES, INC. REPORTS AN INCREASE IN ASSETS TO $2.1 BILLION AND AN INCREASE IN NET INCOME OF $1.3 MILLION OR 14.52% FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2017 (October 24th, 2017)

BOWIE, MD – Old Line Bancshares, Inc. (“Old Line Bancshares” or the “Company”) (NASDAQ: OLBK), the parent company of Old Line Bank, reports net income available to common stockholders decreased $1.4 million, or 38.94%, to $2.2 million for the three months ended September 30, 2017, compared to $3.5 million for the three month period ended September 30, 2016. Earnings were $0.18 per basic and diluted common share for the three months ended September 30, 2017, compared to $0.33 per basic share and $0.32 per diluted common share for the three months ended September 30, 2016. Net income included $4.0 million in merger-related expenses (or $0.24 per basic and diluted common share) in connection with the Company’s acquisition of DCB Bancshares, Inc. (“DCBB”), the parent company of Damascus Bank (“DCB”), in July 2017. Excluding the merger-related expenses, which is a non-GAAP financial measure, adjusted operating earnings were $0.42 per basic and diluted share for the three months ending Septe

Old Line Bancshares Inc – SUPPORT AGREEMENT (September 28th, 2017)

This Support Agreement, dated as of September 27, 2017 (this “Agreement”), is made and entered into by and between Old Line Bancshares, Inc., a Maryland corporation (“OLB”), and _________________ (the “Stockholder”), as an individual stockholder of Bay Bancorp, Inc. (“BYBK”), a Maryland corporation and the parent company of Bay Bank, FSB, a federal savings bank (“Bay Bank”).

Old Line Bancshares Inc – AGREEMENT AND PLAN OF MERGER By and between OLD LINE BANCSHARES, INC. And BAY BANCORP, INC. Dated as of September 27, 2017 (September 28th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of September 27, 2017, is made by and between Old Line Bancshares, Inc., a Maryland corporation (“OLB”), and Bay Bancorp, Inc., a Maryland corporation (“BYBK”).

Old Line Bancshares Inc – PRESS RELEASE OLD LINE BANCSHARES, INC FOR IMMEDIATE RELEASE CONTACT: JAMES CORNELSEN July 28, 2017 CHIEF EXECUTIVE OFFICER (301) 430-2500 (July 31st, 2017)

BOWIE, MD-- July 28, 2017-- Old Line Bancshares, Inc. (NASDAQ: OLBK), the parent company of Old Line Bank (“Old Line”), announced today the completion of its acquisition of DCB Bancshares, Inc. (OTC Pink: DCBB), the parent company of Damascus Community Bank (“Damascus”). Old Line Bancshares, Inc. is the surviving parent entity, and Damascus has merged with and into Old Line, with Old Line being the surviving bank.

Old Line Bancshares Inc – OLD LINE BANCSHARES, INC. REPORTS $4.0 MILLION IN NET INCOME AVAILABLE TO COMMON STOCKHOLDERS WITH SECOND QUARTER 2017 NET INCOME UP 27% OVER 2016 (July 14th, 2017)

BOWIE, MD – Old Line Bancshares, Inc. (“Old Line Bancshares” or the “Company”) (NASDAQ: OLBK), the parent company of Old Line Bank, reports net income available to common stockholders increased $838 thousand, or 26.78%, to $4.0 million for the three months ended June 30, 2017, compared to $3.1 million for the three month period ended June 30, 2016. Earnings were $0.36 per basic and diluted common share for the three months ended June 30, 2017, compared to $0.29 per basic and $0.28 per diluted common share for the three months ended June 30, 2016. The increase in net income for the second quarter of 2017 as compared to the same 2016 period is primarily the result of a $1.3 million increase in net interest income and a decrease of $623 thousand in non-interest expenses, partially offset by a decrease of $568 thousand in non-interest income.

Old Line Bancshares Inc – OLD LINE BANCSHARES, INC. REPORTS 85% INCREASE IN QUARTERLY NET INCOME AND 4.11% QUARTERLY LOAN GROWTH FOR THE QUARTER ENDED MARCH 31, 2017 (April 18th, 2017)

BOWIE, MD – Old Line Bancshares, Inc. (“Old Line Bancshares” or the “Company”) (NASDAQ: OLBK), the parent company of Old Line Bank, reports net income available to common stockholders increased $1.8 million, or 84.74%, to $4.0 million for the three months ended March 31, 2017, compared to $2.2 million for the three month period ended March 31, 2016. Earnings were $0.36 per basic and diluted common share for the three months ended March 31, 2017, compared to $0.20 per basic and diluted common share for the three months ended March 31, 2016. The increase in net income for the first quarter of 2017 as compared to the same 2016 period is primarily the result of a $1.5 million increase in net interest income, a decrease of $1.1 million in non-interest expenses and a decrease of $338 thousand in the provision for loan losses, partially offset by a decrease of $129 thousand in non-interest income.

Old Line Bancshares Inc – PRESS RELEASE FOR IMMEDIATE RELEASE February 23, 2017 OLD LINE BANCSHARES, INC. CONTACT: Elise Hubbard (301) 430-2560 (February 23rd, 2017)

BOWIE, Md.-On February 23, 2017, the Board of Directors of Old Line Bancshares, Inc. (Nasdaq: OLBK) declared a quarterly cash dividend of $0.08 per common share, a $0.02 (33.3%) increase over the previous quarterly cash dividend of $0.06 per share. The company will pay the dividend on March 24, 2017 to stockholders of record as of March 10, 2017. James W. Cornelsen, President and Chief Executive Officer of Old Line Bancshares, stated: “We are pleased that our strong operating results and capital position allows us to reward our stockholders with an increased dividend to go with our increasing stock price. Our 2016 results included strong asset and earnings growth combined with disciplined cost control resulting in improved earnings per share. We also successfully demonstrated the ability to raise cost-effective capital as needed and are positioned to raise additional capital when appropriate.”

Old Line Bancshares Inc – AGREEMENT AND PLAN OF MERGER By and between OLD LINE BANCSHARES, INC. And DCB BANCSHARES, INC. Dated as of February 1, 2017 (February 1st, 2017)

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of February 1, 2017, is made by and between Old Line Bancshares, Inc., a Maryland corporation (“OLB”), and DCB Bancshares, Inc., a Maryland corporation (“DCB”).

Old Line Bancshares Inc – SUPPORT AGREEMENT (February 1st, 2017)

This Support Agreement, dated as of February ___, 2017 (this “Agreement”), is made and entered into by and between Old Line Bancshares, Inc., a Maryland corporation (“OLB”), and _________________ (the “Stockholder”), as an individual stockholder of DCB Bancshares, Inc. (“DCB”), a Maryland corporation.

Old Line Bancshares Inc – PRESS RELEASE (January 18th, 2017)

BOWIE, MD – Old Line Bancshares, Inc. (“Company”) (NASDAQ: OLBK), the parent company of Old Line Bank, reports net income available to common stockholders increased $788 thousand, or 22.24%, and $2.3 million, or 116.35%, respectively, to $4.3 million for the three months ended December 31, 2016, compared to $3.5 million for the three month period ended September 30, 2016 and $2.0 million for the three month period ended December 31, 2015. Earnings were $0.40 per basic and $0.39 per diluted common share for the three months ended December 31, 2016, compared to $0.33 per basic and $0.32 per diluted common share for the three months ended September 30, 2016 and $0.19 per basic and diluted common share for the three months ended December 31, 2015. The increase in net income for the fourth quarter of 2016 as compared to the same 2015 period is primarily the result of a $1.8 million increase in net interest income, a decrease of $1.5 million in non-interest expenses and a decrease of $200 th

Old Line Bancshares Inc – OLD LINE BANCSHARES, INC. REPORTS STRONG QUARTERLY LOAN GROWTH OF 4.06% AND $3.5 MILLION IN NET INCOME FOR THE QUARTER ENDED SEPTEMBER 30, 2016 (October 21st, 2016)

BOWIE, MD – Old Line Bancshares, Inc. (“Company”) (NASDAQ: OLBK), the parent company of Old Line Bank, reports net loans held-for-investment at September 30, 2016 increased $50.4 million, or 4.06%, compared to June 30, 2016 and $145.4 million, or 12.68%, compared to December 31, 2015. Net income available to common stockholders increased $412 thousand, or 13.15%, and $431 thousand, or 13.84%, respectively, to $3.5 million for the three months ended September 30, 2016, compared to $3.1 million for both of the three month periods ended June 30, 2016 and September 30, 2015. Earnings were $0.33 per basic and $0.32 per diluted common share for the three months ended September 30, 2016, compared to $0.29 per basic and $0.28 per diluted common share for the three months ended June 30, 2016 and $0.30 per basic and $0.29 per diluted common share for the three months ended September 30, 2015. The increase in net income for the third quarter of 2016 as compared to the same 2015 period is primaril

Old Line Bancshares Inc – 5.625% Fixed-to-Floating Rate Subordinated Notes Due 2026 OLD LINE BANCSHARES, INC. PURCHASE AGREEMENT (August 15th, 2016)

Old Line Bancshares, Inc. (the “Corporation”), a Maryland corporation and the sole stockholder of Old Line Bank (the “Bank”), confirms its agreement (the “Agreement”) with Sandler O’Neill & Partners, L.P., the initial purchasers set forth on Schedule 1 (the “Initial Purchasers”) for whom Sandler O’Neill & Partners, L.P., is acting as the representative (the “Representative”), with respect to the issue and sale by the Corporation and the purchase by the Initial Purchasers of $35,000,000 of 5.625% Fixed-to-Floating Rate Subordinated Notes due August 15, 2026 of the Corporation (the “Notes”).

Old Line Bancshares Inc – REGISTRATION RIGHTS AGREEMENT by and between OLD LINE BANCSHARES, INC. and SANDLER O’NEILL & PARTNERS, L.P. Dated as of August 10, 2016 (August 15th, 2016)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 10, 2016, by and between Old Line Bancshares, Inc., a Maryland corporation (the “Company”), and Sandler O’Neill & Partners, LP., as representative (the “Representative”) of the other several initial purchasers named in Schedule I to the Purchase Agreement (as defined below) dated August 10, 2016 (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.625% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Initial Notes”) pursuant to the Purchase Agreement.

Old Line Bancshares Inc – SUBORDINATED INDENTURE OLD LINE BANCSHARES, INC. as the Company and U.S. BANK NATIONAL ASSOCIATION as Trustee Dated as of August 15, 2016 (August 15th, 2016)

SUBORDINATED INDENTURE, dated as of August 15, 2016, between Old Line Bancshares, Inc., a Maryland corporation (the “Company,” which term includes any successor as permitted in accordance with the terms hereof) and U.S. Bank National Association, as Trustee.