As filed with the U.S. Securities and Exchange Commission on December 2, 2010

Registration No. 333-170464

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Amendment No. 1
to

FORM S-4

1525 Pointer Ridge Place
Bowie, Maryland 20716
(301) 430-2544
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)

 

      Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

OLD LINE BANCSHARES, INC.		MARYLAND BANKCORP, INC.

Joint Proxy Statement/Prospectus
Merger Proposal — Your Vote is Very Important

     The boards of directors of Old Line Bancshares, Inc. and Maryland Bankcorp, Inc. have agreed to a strategic combination of the two companies under the terms of an Agreement and Plan of Merger, dated as of September 1, 2010, as amended. Under the terms of the merger agreement, Maryland Bankcorp will be merged with and into Old Line Bancshares, with Old Line Bancshares surviving the merger.

     If the merger is completed, Maryland Bankcorp stockholders will have the right to receive for each share of Maryland Bankcorp stock they own, at their election, shares of common stock of Old Line Bancshares or cash (subject to proration) with a value generally equal to the aggregate consideration to be paid in the merger ($20 million, subject to adjustment) divided by the number of outstanding shares of common stock of Maryland Bankcorp on the closing date of the merger. The number of shares of Maryland Bankcorp common stock for which the holders may elect cash is subject to proration to account for the fact that the aggregate cash consideration to be paid to holders of Maryland Bankcorp common stock in the merger will not exceed 5% of the aggregate merger consideration (not including cash paid for fractional shares), unless increased by Old Line Bancshares in its sole discretion. Cash will be paid in lieu of any fractional shares. The value of the per-share merger consideration will fluctuate with the “average price” of shares of Old Line Bancshares common stock, as calculated under the merger agreement, which takes into account market prices and the price of stock issuance by Old Line Bancshares, as further described in the attached joint proxy statement/prospectus. Such fluctuations may also affect the total consideration to be paid to stockholders of Maryland Bankcorp in the merger.

     After the merger, Old Line Bancshares stockholders will continue to own their existing shares of Old Line Bancshares common stock. Old Line Bancshares common stock is traded on the NASDAQ Capital Market under the symbol “OLBK.”

     Stockholders of each of Old Line Bancshares and Maryland Bankcorp will be asked to vote on approval of the merger agreement and the merger at the applicable special meeting for each company. We cannot complete the merger unless we obtain the required approval of the stockholders of each of Old Line Bancshares and Maryland Bankcorp. The merger agreement and the merger must be approved by the affirmative vote of holders of two-thirds of the outstanding shares of common stock of Maryland Bankcorp and by holders of a majority of the outstanding shares of common stock of Old Line Bancshares.

      The Boards of Directors of Maryland Bankcorp, Inc. and Old Line Bancshares, Inc. recommend that you vote “FOR” approval of the merger agreement and the merger.

      You should read this document and all annexes carefully. Before making a decision on how to vote, you should consider the “Risk Factors” discussion beginning on page 18 of this document.

      Neither the Securities and Exchange Commission, nor any bank regulatory agency, nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense. The securities offered through this document are not savings accounts, deposits or other obligations of a bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

      This joint proxy statement/prospectus is dated December 1, 2010 and is first being mailed to Old Line Bancshares, Inc. stockholders and Maryland Bankcorp, Inc. stockholders on or about December 13, 2010.

OLD LINE BANCSHARES, INC.
1525 Pointer Ridge Place
Bowie, Maryland 20716

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 27, 2011 AT 5:00 P.M.

          A Special Meeting of Stockholders of Old Line Bancshares, Inc., a Maryland corporation, will be held on January 27, 2011, at 5:00 P.M, local time, at Old Line Bancshares, Inc.’s office located at 1525 Pointer Ridge Place, Bowie, Maryland for the purpose of considering and voting upon the following:

	1.		A proposal to approve the Agreement and Plan of Merger dated September 1, 2010, as amended, by and between Old Line Bancshares, Inc. and Maryland Bankcorp, Inc., pursuant to which Maryland Bankcorp, Inc. will merge with and into Old Line Bancshares, Inc., with Old Line Bancshares, Inc. as the surviving entity, and the merger contemplated by the merger agreement, as more fully described in the accompanying joint proxy statement/prospectus.
	2.		A proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of additional proxies in the event there are not sufficient votes at the time of the meeting to approve the matters to be considered by the stockholders at the meeting, as more fully described in the accompanying joint proxy statement/prospectus.
	3.		To act upon any other matter that may properly come before the special meeting or any adjournment or postponement thereof.

          Only stockholders of record at the close of business on December 1, 2010 will be entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.

          Whether or not you plan to attend the special meeting, we urge you to return the enclosed proxy form in order to indicate your vote as soon as possible. To complete the merger, the merger agreement and the merger must be approved by the holders of a majority of the issued and outstanding common stock of Old Line Bancshares, Inc. Abstentions, the failure to vote and shares that you have not authorized your broker to vote will have the same effect as votes against approval of the merger agreement and the merger. Whether or not you intend to attend the special meeting, please vote as promptly as possible by signing, dating and mailing the proxy card, by telephone by calling 1-800-690-6903 and following the voice mail prompts or over the Internet by following the instructions at www.proxyvote.com . You will need information from your proxy card or electronic delivery notice to submit your proxy.

          If your shares are held in the name of a broker, bank or other fiduciary, please follow the instructions on the voting instruction card provided by such person.

          You may revoke your proxy at any time prior to or at the meeting by written notice to Old Line Bancshares, Inc., by executing a proxy bearing a later date, or by attending the meeting and voting in person.

          If you wish to attend the special meeting and vote in person and your shares are held in the name of a broker, trust, bank or other nominee, you must bring with you a proxy or letter from the broker, trustee, bank or nominee to confirm your beneficial ownership of the shares.

          You are cordially invited to attend the meeting in person.

		By Order of the Board of Directors,
		/s/ Christine M. Rush
		Christine M. Rush, Secretary

Bowie, Maryland
December 2, 2010

MARYLAND BANKCORP, INC.
46930 South Shangri La Drive
Lexington Park, Maryland 20653

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 27, 2011 AT 10:00 A.M.

          A Special Meeting of Stockholders of Maryland Bankcorp, Inc., a Maryland corporation, will be held on January 27, 2011, at 10:00 A.M., local time, at Maryland Bankcorp, Inc.’s main office located at 46930 South Shangri La Drive, Lexington Park, Maryland for the purpose of considering and voting upon the following:

	1.		A proposal to approve the Agreement and Plan of Merger dated September 1, 2010, as amended, by and between Old Line Bancshares, Inc. and Maryland Bankcorp, Inc., pursuant to which Maryland Bankcorp, Inc. will merge with and into Old Line Bancshares, Inc., with Old Line Bancshares, Inc. as the surviving entity, and the merger contemplated by the merger agreement, as more fully described in the accompanying joint proxy statement/prospectus.
	2.		A proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of additional proxies in the event there are not sufficient votes at the time of the meeting to approve the matters to be considered by the stockholders at the meeting, as more fully described in the accompanying joint proxy statement/prospectus.
	3.		To act upon any other matter that may properly come before the special meeting or any adjournment or postponement thereof.

          Only stockholders of record at the close of business on December 1, 2010 will be entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.

          Whether or not you plan to attend the special meeting, we urge you to return the enclosed proxy form in order to indicate your vote as soon as possible. To complete the merger, the merger agreement and the merger must be approved by the holders of two-thirds of the issued and outstanding common stock of Maryland Bankcorp. Abstentions, the failure to vote and shares that you have not authorized your broker to vote will have the same effect as votes against approval of the merger agreement and the merger. Whether or not you intend to attend the special meeting, please vote as promptly as possible by signing and returning the enclosed proxy card in the postage-paid envelope provided. If your shares are held in the name of a broker, bank or other fiduciary, please follow the instructions on the voting instruction card provided by such person.

          You may revoke your proxy at any time prior to or at the meeting by written notice to Maryland Bankcorp, Inc., by executing a proxy bearing a later date, or by attending the meeting and voting in person.

          If you wish to attend the special meeting and vote in person and your shares are held in the name of a broker, trust, bank or other nominee, you must bring with you a proxy or letter from the broker, trustee, bank or nominee to confirm your beneficial ownership of the shares.

          You are cordially invited to attend the meeting in person.

Lexington Park, Maryland
December 2, 2010

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS			1
SUMMARY			6
MARKET PRICE AND DIVIDEND INFORMATION, RELATED STOCKHOLDER MATTERS			13
MARKET VALUE OF SECURITIES			14
COMPARATIVE PER SHARE DATA			16
RISK FACTORS			18
Risk Factors Related to the Merger in General			18
Risk Factors Relating to Old Line Bancshares’ Business			19
Additional Risk Factors Related to Maryland Bankcorp			23
Risk Factors as they Relate to Maryland Bankcorp Stockholders in Connection with the Merger			24
CAUTION REGARDING FORWARD-LOOKING STATEMENTS			27
THE OLD LINE BANCSHARES SPECIAL MEETING			29
Date, Time and Place			29
Purpose of the Special Meeting			29
Recommendation of the Board of Directors of Old Line Bancshares			29
Record Date; Stockholders Entitled to Vote			29
Quorum			29
Vote Required			29
Abstentions and Failure to Vote			30
Voting of Proxies			30
Shares held in Street Name			30
Revocability of Proxies			31
Solicitation of Proxies			31
THE MARYLAND BANKCORP SPECIAL MEETING			31
Date, Time and Place			31
Purpose of the Special Meeting			31

		Page
Recommendation of the Board of Directors of Maryland Bankcorp			31
Record Date; Stockholders Entitled to Vote			32
Quorum			32
Vote Required			32
Abstentions and Failure to Vote			32
Voting of Proxies			32
Shares held in Street Name			33
Revocability of Proxies			33
Solicitation of Proxies			33
OWNERSHIP OF OLD LINE BANCSHARES COMMON STOCK			34
OWNERSHIP OF MARYLAND BANKCORP COMMON STOCK			36
THE MERGER AGREEMENT AND THE MERGER			37
General			37
Background of the Merger			37
Old Line Bancshares’ Reasons for the Merger			45
Maryland Bankcorp’s Reasons for the Merger			46
Opinion of Old Line Bancshares’ Financial Advisor			48
Opinion of Maryland Bankcorp’s Financial Advisor			61
Terms of the Merger			73
Effects of the Merger			73
Consideration to be Paid in the Merger			73
What Maryland Bankcorp Stockholders Will Receive in the Merger			74
Maryland Bankcorp Price Termination Right			77
Election and Exchange Procedures			77
Allocation Procedures and Proration			79
Old Line Bancshares Common Stock			82
Effective Date			82
Representations and Warranties			82
Conduct of Business Pending the Merger			83
Conditions to the Merger			86
Amendment; Waiver			87
Termination			87

		Page
Termination Fee			88
No Solicitation of Other Transactions			89
Expenses			89
Regulatory Approvals			89
Management and Operations After the Merger			91
Employment; Severance			91
Employee Benefits			91
Interests of Directors, Officers and Others in the Merger			92
Share Ownership			92
Indemnification and Insurance			92
Board Positions and Compensation			92
Supplemental Executive and Director Retirement Plans and Pension Agreement			92
Support Agreements			93
Executive Noncompetition Agreements			93
Director Noncompetition Agreements			94
Voting Limit and Standstill Agreements			94
Regulatory Matters Regarding Maryland Bank & Trust Company			95
Accounting Treatment			96
Certain Federal Income Tax Consequences			96
Restrictions on Sales of Shares by Certain Affiliates			99
Stock Exchange Listing			99
Dissenters’ Rights			100
DESCRIPTION OF OLD LINE BANCSHARES CAPITAL STOCK			101
COMPARISON OF STOCKHOLDER RIGHTS			105
Capitalization			105
Voting Rights Generally			105
Board of Directors			106
Nominations of Directors			106
Amendments to the Articles of Incorporation			106
Amendments to Bylaws			107
Limited Liability			107

		Page
Indemnification			107
Special Stockholders’ Meetings			108
Preemptive Rights			108
Dissenters’ Rights			108
EXPERTS			109
LEGAL MATTERS			109
INFORMATION ABOUT OLD LINE BANCSHARES, INC. AND OLD LINE BANK			110
BUSINESS OF OLD LINE BANCSHARES, INC.			110
BUSINESS OF OLD LINE BANK			110
OLD LINE BANCSHARES — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			125
Forward-Looking Statements			125
Overview			125
Summary of Recent Performance and Other Activities			125
Growth Strategy			128
Other Opportunities			129
Repayment of Troubled Asset Relief Program (TARP) Investment			130
Results of Operations			130
Analysis of Financial Condition			150
DIRECTORS AND EXECUTIVE OFFICERS OF OLD LINE BANCSHARES, INC.			173
EXECUTIVE COMPENSATION — OLD LINE BANCSHARES, INC.			177
OLD LINE BANCSHARES, INC. — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			184
INFORMATION ABOUT MARYLAND BANKCORP, INC.			185
BUSINESS OF MARYLAND BANKCORP, INC.			185
BUSINESS OF MARYLAND BANK & TRUST COMPANY, N.A.			185

		Page
MARYLAND BANKCORP — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			196
WHERE YOU CAN FIND MORE INFORMATION			216
FINANCIAL STATEMENTS			F-1
ANNEX A MERGER AGREEMENT AND AMENDMENT NUMBER ONE THERETO			A-1
ANNEX B OPINION OF DANIELSON ASSOCIATES, LLC			B-1
ANNEX C OPINION OF MONOCACY FINANCIAL ADVISORS, LLC			C-1
ANNEX D SECTIONS 3-201 THROUGH 3-213 OF THE MARYLAND GENERAL CORPORATION LAW			D-1

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

           The following are some questions that you, as a stockholder of Old Line Bancshares or Maryland Bankcorp, may have regarding the merger agreement, the merger and the other matters being considered at the special meetings and the answers to those questions. Old Line Bancshares and Maryland Bankcorp urge you to read carefully the remainder of this document because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the special meetings. Additional important information is also contained in the annexes to this document.

Q:		Why am I receiving this document?
A:		Old Line Bancshares and Maryland Bankcorp have agreed to the merger of Maryland Bankcorp with and into Old Line Bancshares, which we refer to as the “merger,” pursuant to the terms of a merger agreement that is described in this document. A copy of the merger agreement and the amendment thereto (which we refer to, collectively, as the “merger agreement”), is attached to this document as Annex A.
		In order to complete the merger, Maryland state law requires that stockholders of Old Line Bancshares and Maryland Bankcorp vote to approve the merger agreement and the merger. In addition, the rules of the NASDAQ Stock Market LLC require that Old Line Bancshares stockholders approve the merger since the shares it will issue to Maryland Bankcorp stockholders in the merger will be in excess of 20% of its current outstanding shares of common stock and voting power.
		In addition, both Old Line Bancshares and Maryland Bankcorp stockholders will be asked to vote on a proposal to adjourn their special meetings to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meetings to approve the matters to be considered by the stockholders.
		Old Line Bancshares and Maryland Bankcorp will hold separate special meetings to obtain these approvals. This document contains important information about the merger and the meetings of the stockholders of Old Line Bancshares and Maryland Bankcorp, and you should read it carefully. The enclosed voting materials allow you to vote your shares without actually attending your respective stockholder meeting.
		Your vote is important. We encourage you to vote as soon as possible.
Q:		When and where will the stockholder meetings be held?
A:		The Old Line Bancshares special meeting will be held at its office located at 1525 Pointer Ridge Place, Bowie, Maryland, on January 27, 2011 at 5:00 P.M. The Maryland Bankcorp special meeting will be held at its main office located at 46930 South Shangri La Drive, Lexington Park, Maryland, on January 27, 2011 at 10:00 A.M.

Q:		How do I vote?
A:		Old Line Bancshares . If you are a stockholder of record of Old Line Bancshares as of the record date, you may vote in person by attending the Old Line Bancshares special meeting or by signing and returning the enclosed proxy card in the postage-paid envelope provided. You may also vote by telephone by calling 1-800-690-6903 and following the voice mail prompts or over the Internet by following the instructions at www.proxyvote.com .
		Maryland Bankcorp . If you are a stockholder of record of Maryland Bankcorp as of the record date, you may vote in person by attending the Maryland Bankcorp special meeting or by signing and returning the enclosed proxy card in the postage-paid envelope provided.
		If you hold shares of common stock of Old Line Bancshares or Maryland Bankcorp in the name of a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee to ensure that your shares are represented and voted at your stockholder meeting.
Q:		What vote is required to approve each proposal?
A:		Old Line Bancshares . The proposal at the Old Line Bancshares special meeting to approve the merger agreement and the merger requires the affirmative vote of holders of a majority of the outstanding shares of Old Line Bancshares common stock entitled to vote on the proposal.
		As of the record date directors and executive officers of Old Line Bancshares and their affiliates are entitled to vote 14.24% of the shares of the Old Line Bancshares common stock outstanding.
		Maryland Bankcorp . The proposal at the Maryland Bankcorp special meeting to approve the merger agreement and the merger requires the affirmative vote of holders of two-thirds of the outstanding shares of Maryland Bankcorp common stock entitled to vote on the proposal.
		The directors of Maryland Bankcorp and Maryland Bank & Trust have agreed, in writing, to vote their shares in support of the merger and the merger agreement. As of the record date such directors and their affiliates are entitled to vote 45.33% of the shares of the Maryland Bankcorp common stock outstanding. In addition, Maryland Bank & Trust holds 53,742 shares (8.32%) for its employee stock plan, which will be voted for approval of the merger agreement and the merger.
		Each of the special meetings may be adjourned, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the proposal. The affirmative vote of the holders of a majority of the common shares cast on the matter at these special meetings is required to adjourn such special meeting.
Q:		How do the boards of directors of each of Old Line Bancshares and Maryland Bankcorp recommend that I vote on the merger agreement and the merger?
A:		The boards of directors of each of Old Line Bancshares and Maryland Bankcorp recommend that you vote “ FOR ” approval of the merger agreement and the merger.
Q:		How many votes do I have?
A:		Old Line Bancshares . You are entitled to one vote for each share of Old Line Bancshares common stock that you owned as of the record date. Maryland Bankcorp . You are entitled to one vote for each share of Maryland Bankcorp common stock that you owned as of the record date.
Q:		What will happen if I fail to vote or I abstain from voting?
A:		If you fail to vote, fail to instruct your bank, broker or other nominee to vote or abstain from voting, it will have the same effect as a vote against the proposal to approve the merger agreement and the merger. Assuming a quorum (that is, holders of at least a majority of the outstanding shares of common stock of the applicable company as of the record date) is present, an abstention or the failure to vote, however, will have no effect on the proposal to approve the adjournment of the respective special meetings, if necessary, to solicit additional proxies.

Q:		If my shares are held in street name by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?
A:		No. If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), your broker, bank or other nominee will not vote your shares of Old Line Bancshares or Maryland Bankcorp common stock unless you provide instructions to your broker, bank or other nominee on how to vote. You should instruct your broker, bank or other nominee to vote your shares by following the instructions provided by the broker, bank or nominee with this joint proxy statement/prospectus. Please note that you may not vote shares held in street name by returning a proxy card directly to Old Line Bancshares or Maryland Bankcorp or by voting in person at your special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or nominee.
Q:		What will happen if I return my proxy card without indicating how to vote?
A:		If you sign and return your proxy card without indicating how to vote on any particular proposal, the Old Line Bancshares common stock or Maryland Bankcorp common stock represented by your proxy will be voted in favor of that proposal.
Q:		What if I fail to submit my proxy card or to instruct my broker, bank or other nominee to vote?
A:		If you fail to properly submit your proxy card or otherwise vote as instructed on the proxy card, or fail to properly instruct your broker, bank or other nominee to vote your shares of Old Line Bancshares common stock or Maryland Bankcorp common stock and you do not attend the applicable special meeting and vote your shares in person, your shares will not be voted. This will have the same effect as a vote against approval of the merger agreement and the merger.
Q:		Can I change my vote after I have returned a proxy or voting instruction card?
A:		Yes. You can change your vote at any time before your proxy is voted at your special meeting. You can do this in one of three ways:

	•		you can send a signed notice of revocation;
	•		you can grant a new, valid proxy bearing a later date; or
	•		if you are a holder of record, you can attend your special meeting and vote in person, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

		If you choose either of the first two methods, you must submit your notice of revocation or your new proxy to the Secretary of Old Line Bancshares or Secretary of Maryland Bankcorp, as appropriate, no later than the beginning of the applicable special meeting. If your shares are held in street name by your bank, broker or other nominee, you should follow the directions you receive from your bank, broker or other nominee to change your voting instructions, or contact your broker, bank or other nominee if no such instructions are provided.
Q:		Am I entitled to dissenters’ rights or similar rights?
A:		Yes, if you are a Maryland Bankcorp stockholder. Under Maryland law, Maryland Bankcorp stockholders may exercise their rights as objecting stockholders to demand the payment of the fair value of their shares of Maryland Bankcorp common stock in connection with the merger. These rights are occasionally referred to as “dissenters’ rights” in this joint proxy statement/prospectus. The provisions of Maryland law governing dissenters’ rights are complex, and you should study them carefully if you wish to exercise these rights. Multiple steps must be taken to properly exercise and perfect such rights. A copy of Sections 3-201 through 3-213 of the Maryland General Corporation Law (“MGCL”) is included with this joint proxy statement/prospectus as Annex D.

		If you are an Old Line Bancshares stockholder, you are not entitled to dissenters’ rights in connection with the merger.
Q:		What are the material United States federal income tax consequences of the merger to stockholders?
A:		In general, for United States federal income tax purposes, Maryland Bankcorp stockholders are not expected to recognize a gain or loss on the exchange of their Maryland Bankcorp common stock for Old Line Bancshares common stock. Maryland Bankcorp stockholders that receive only cash in exchange for their Maryland Bankcorp common stock will recognize gain or loss on the transaction, and Maryland Bankcorp stockholders that receive a combination of cash and Old Line Bancshares common stock in exchange for their Maryland Bankcorp common stock will typically recognize gain (but not loss) on the transaction. Maryland Bankcorp stockholders will have to recognize a gain in connection with cash received in lieu of fractional shares of Old Line Bancshares common stock. Old Line Bancshares stockholders will have no tax consequences as a result of the merger.
		Maryland Bankcorp stockholders are urged to consult their tax advisor for a full understanding of the tax consequences of the merger to them since tax matters are very complicated and in many cases, tax consequences of the merger will depend on your particular facts and circumstances. See “The Merger Agreement and the Merger — Certain Federal Income Tax Consequences” beginning at page 96.
Q:		When do you expect the merger to be completed?
A:		Old Line Bancshares and Maryland Bankcorp are working to complete the merger by March 31, 2011. However, the merger is subject to various federal and state regulatory approvals and other conditions, in addition to approval by the stockholders of both companies, and it is possible that factors outside the control of both companies could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the respective Old Line Bancshares and Maryland Bankcorp special meetings and the completion of the merger. Old Line Bancshares and Maryland Bankcorp hope to complete the merger as soon as reasonably practicable.
Q:		What do I need to do now?
		Carefully read and consider the information contained in this document, including its annexes. After you have carefully read these materials, as soon as possible either (i) indicate on the attached proxy card how you want your shares to be voted, then sign, date and mail the proxy card in the enclosed postage-paid envelope (or, if you are an Old Line Bancshares stockholder, you may also vote by phone or via the Internet as otherwise instructed in this document, or (ii) if you hold your shares in street name, follow the voting instructions provided by your bank, broker or other nominee to direct it how to vote your shares, so that your shares may be represented and voted at the Old Line Bancshares or Maryland Bankcorp special meeting.
Q:		What will I receive in the merger?
A:		Old Line Bancshares . You will continue to hold your shares of common stock in Old Line Bancshares after the merger.
		Maryland Bankcorp . In exchange for your shares of common stock in Maryland Bankcorp, you will receive, at your election and subject to proration as described herein, shares of common stock of Old Line Bancshares and/or cash, as further described in this joint proxy statement/prospectus.

Q:		Do I need to do anything with my shares of Maryland Bankcorp or Old Line Bancshares common stock now?
A:		No. Please do not send in your Maryland Bankcorp stock certificates with your proxy card. If the merger is approved, then you will be sent a letter of transmittal that will include instructions for sending in your Maryland Bankcorp stock certificates. This letter of transmittal is separate from the election form included with this document sent to Maryland Bankcorp stockholders, which includes instructions regarding making an election with respect to the consideration you will receive in the merger.
		Each share of common stock of Old Line Bancshares outstanding will continue to remain outstanding as a share of Old Line Bancshares common stock after the merger. As a result, if you are an Old Line Bancshares stockholder, you are not required to take any action with respect to your Old Line Bancshares common stock certificates.
Q:		Whom should I call if I have any questions?
A:		Old Line Bancshares or Maryland Bankcorp stockholders who have questions about the merger or the other matters to be voted on at the special stockholder meetings or desire additional copies of this document or additional proxy cards should contact:

		Old Line Bancshares												Maryland Bankcorp
										Dividend												Dividend
		High				Low				Declared				High(1)				Low(1)				Declared
2007
First Quarter		$	11.05			$	9.80			$	0.03			$	44.00			$	42.75			$	—
Second Quarter			11.09				9.60				0.03				49.50				41.00				—
Third Quarter			10.25				8.50				0.03				45.50				43.00				—
Fourth Quarter			9.60				7.50				0.03				47.00				45.00				0.75
2008
First Quarter			9.35				7.51				0.03				—				—				—
Second Quarter			8.75				6.71				0.03				42.00				40.00				—
Third Quarter			8.00				6.01				0.03				40.00				30.00				—
Fourth Quarter			8.00				5.50				0.03				30.50				25.00				0.40
2009
First Quarter			6.60				4.03				0.03				22.50				21.50				—
Second Quarter			6.98				5.21				0.03				16.00				10.00				—
Third Quarter			7.25				5.90				0.03				16.00				16.00				—
Fourth Quarter			6.77				6.00				0.03				15.50				13.00				—
2010
First Quarter			7.65				7.44				0.03				14.50				13.00				—
Second Quarter			8.09				7.44				0.03				14.60				14.60				—
Third Quarter			8.99				7.0215				0.03				—				—				—

(1)		Source: Bloomberg Businessweek. Based on sporadic trades during the relevant time period.

August 25, 2010

										Maryland Bankcorp
						Old Line				Maryland				Equivalent Market				Equivalent Market
						Bancshares				Bankcorp				Value for Stock				Value for Cash
Average Price of:						Historical				Historical				Election (1)				Election
$	12.50					$	7.95			$	14.60			$	24.66			$	31.97
$	12.00					$	7.95			$	14.60			$	24.31			$	31.47
$	11.45					$	7.95			$	14.60			$	23.92			$	30.92
$	11.00					$	7.95			$	14.60			$	24.82			$	30.92
$	10.50					$	7.95			$	14.60			$	25.82			$	30.92
$	10.00					$	7.95			$	14.60			$	24.77			$	30.92
$	9.50					$	7.95			$	14.60			$	26.27			$	30.92
$	9.00					$	7.95			$	14.60			$	27.77			$	30.92
$	8.50					$	7.95			$	14.60			$	29.27			$	30.92
$	8.00					$	7.95			$	14.60			$	30.77			$	30.92
$	7.63					$	7.95			$	14.60			$	32.20			$	30.92
$	7.50					$	7.95			$	14.60			$	32.20			$	30.40
$	7.00					$	7.95			$	14.60			$	32.17			$	28.37
$	6.50					$	7.95			$	14.60			$	32.14			$	26.35
$	6.00					$	7.95			$	14.60			$	32.12			$	24.32
$	5.50					$	7.95			$	14.60			$	32.09			$	22.30
$	5.00					$	7.95			$	14.60			$	32.06			$	20.28
$	4.50					$	7.95			$	14.60			$	32.03			$	18.25

(1)		Includes value of cash that would be paid in lieu of fractional shares of Old Line Bancshares common stock.

November 26, 2010

										Maryland Bankcorp
						Old Line								Equivalent Market				Equivalent Market
						Bancshares				Maryland Bankcorp				Value for Stock				Value for Cash
Average Price of:						Historical				Historical				Election (1)				Election
$	12.50					$	8.20			$	14.60			$	25.16			$	30.92
$	12.00					$	8.20			$	14.60			$	24.81			$	30.92
$	11.45					$	8.20			$	14.60			$	24.42			$	30.92
$	11.00					$	8.20			$	14.60			$	25.32			$	30.92
$	10.50					$	8.20			$	14.60			$	26.32			$	30.92
$	10.00					$	8.20			$	14.60			$	25.52			$	30.92
$	9.50					$	8.20			$	14.60			$	27.02			$	30.92
$	9.00					$	8.20			$	14.60			$	28.52			$	30.92
$	8.50					$	8.20			$	14.60			$	30.02			$	30.92
$	8.00					$	8.20			$	14.60			$	31.52			$	30.92
$	7.63					$	8.20			$	14.60			$	33.20			$	30.92
$	7.50					$	8.20			$	14.60			$	33.20			$	30.40
$	7.00					$	8.20			$	14.60			$	33.17			$	28.37
$	6.50					$	8.20			$	14.60			$	33.14			$	26.35
$	6.00					$	8.20			$	14.60			$	33.12			$	24.32
$	5.50					$	8.20			$	14.60			$	33.09			$	22.30
$	5.00					$	8.20			$	14.60			$	33.06			$	20.28
$	4.50					$	8.20			$	14.60			$	33.04			$	18.25

(1)		Includes value of cash that would be paid in lieu of fractional shares of Old Line Bancshares common stock.

														Proforma
														Equivalent
														Maryland
		Old Line				Maryland				Proforma				Bankcorp
		Bancshares				Bankcorp				Combined				Share 1
For the nine months ended September 30, 2010
Basic earnings (loss) per common share		$	0.34			$	(1.62	)		$	0.14			$	0.54
Diluted earnings (loss) per common share			0.34				(1.62	)			0.14				0.54
Dividends Paid:
For the nine months ended September 30, 2010		$	0.09			$	—			$	0.09			$	0.35
Book Value:
As of September 30, 2010		$	9.58			$	38.84			$	8.99			$	34.61

1)		Pro forma equivalent per share amount is calculated by multiplying the pro forma combined per share amount by an assumed exchange ratio of 3.85 as outlined in Footnote 1 to the unaudited pro forma combined balance sheet and statement of income.

Unaudited Pro Forma Comparative Per Share Data
For The Year Ended December 31, 2009
(Amounts in Thousands, except per share data)

														Proforma
														Equivalent
														Maryland
		Old Line				Maryland				Proforma				Bankcorp
		Bancshares				Bankcorp				Combined				Share 1
For the year ended December 31, 2009
Basic earnings (loss) per common share		$	0.40			$	(5.93	)		$	(0.24	)		$	(0.92	)
Diluted earnings (loss) per common share			0.40				(5.93	)			(0.24	)			(0.92	)
Dividends Paid:
For the year ended December 31, 2009		$	0.12			$	—			$	0.12			$	0.46
Book Value:
As of December 31, 2009		$	9.31			$	40.36			$	8.98			$	34.57

1)		Pro forma equivalent per share amount is calculated by multiplying the pro forma combined per share amount by an assumed exchange ratio of 3.85 as outlined in Footnote 1 to the unaudited pro forma combined balance sheet and statement of income.

RISK FACTORS

          In addition to the other information contained in this joint proxy statement/prospectus, including the matters addressed under the caption “Caution Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding whether to vote for approval of the merger agreement and the merger.

Risk Factors Related to the Merger in General

           Old Line Bancshares may fail to realize all of the anticipated benefits of the merger. The success of the merger will depend, in part, on Old Line Bancshares’ ability to realize the anticipated benefits and cost savings from combining the businesses of Old Line Bancshares and Maryland Bankcorp. To realize these anticipated benefits and cost savings, however, Old Line Bancshares must successfully combine the businesses of Old Line Bancshares and Maryland Bankcorp. If Old Line Bancshares is unable to achieve these objectives, the anticipated benefits and cost savings of the merger may not be realized fully or at all or may take longer to realize than expected.

          Old Line Bancshares and Maryland Bankcorp have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the loss of key depositors or other bank customers, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect Old Line Bancshares’ and Maryland Bankcorp’s ability to maintain their relationships with their respective clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies may, to some extent, also divert management attention and resources. These integration matters could have an adverse effect on each of Old Line Bancshares and Maryland Bankcorp during such transition period.

           The market price of Old Line Bancshares common stock after the merger may be affected by factors different from those affecting the shares of Old Line Bancshares or Maryland Bankcorp currently. The businesses of Old Line Bancshares and Maryland Bankcorp differ and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of Old Line Bancshares and Maryland Bankcorp. For a discussion of the businesses of Old Line Bancshares and Maryland Bankcorp and of certain factors to consider in connection with those businesses, see “Business of Old Line Bancshares, Inc.,” “Business of Old Line Bank,” “Business of Maryland Bankcorp, Inc.” and “Business of Maryland Bank & Trust Company, N.A.”

           If the merger is not completed, Old Line Bancshares and Maryland Bankcorp will have incurred substantial expenses without realizing the expected benefits. Old Line Bancshares and Maryland Bankcorp have incurred substantial expenses in connection with the execution of the merger agreement and the merger. The completion of the merger depends on the satisfaction of specified conditions, including the approval of the stockholders of Old Line Bancshares and Maryland Bankcorp and the receipt of regulatory approvals. There is no guarantee that these conditions will be met. If the merger is not completed, these expenses could have a material adverse impact on the financial condition of Old Line Bancshares and/or Maryland Bankcorp because they would not have realized the expected benefits.

           The merger must be approved by multiple governmental agencies. Before the merger may be completed, various approvals, consents or no-objections must be obtained from the Federal Reserve Board, the OCC and the Maryland Commissioner. These governmental entities may impose conditions on the completion of the merger or require changes to the terms of the merger. Although Old Line Bancshares and Maryland Bankcorp do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Old Line Bancshares following the merger, any of which might have a material adverse effect on Old Line Bancshares following the merger. Old Line Bancshares is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger include any conditions or requirements that, in the reasonable opinion of its board of directors, would so materially and adversely impact the economic or business benefits to Old Line Bancshares following the merger as to render consummation of the merger inadvisable, but Old Line Bancshares could choose to waive this condition.

           Failure to complete the merger could negatively impact the stock prices and future businesses and financial results of Old Line Bancshares and Maryland Bankcorp. If the merger is not completed, the ongoing businesses of Old Line Bancshares and Maryland Bankcorp may be adversely affected and Old Line Bancshares and Maryland Bankcorp will be subject to several risks, including the following:

	•		Maryland Bankcorp may be required, under certain circumstances, to pay Old Line Bancshares a termination fee of either $750,000 or $1,000,000 under the merger agreement;
	•		Old Line Bancshares may be required, under certain circumstances, to pay Maryland Bankcorp a termination fee of $750,000 under the merger agreement;
	•		Old Line Bancshares and Maryland Bankcorp will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor and printing fees;
	•		Under the merger agreement, Maryland Bankcorp is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies; and
	•		Matters relating to the merger may require substantial commitments of time and resources by Old Line Bancshares and Maryland Bankcorp management that could otherwise have been devoted to other opportunities that may have been beneficial to Old Line Bancshares and Maryland Bankcorp as independent companies, as the case may be; and Maryland Bankcorp and Maryland Bank & Trust will still be subject to the provisions of the agreement with the OCC described in the section headed “— Additional Risk Factors Relating to Maryland Bankcorp — Maryland Bank & Trust has entered into a written agreement with the OCC which may result in adverse results to Maryland Bankcorp’s operations. ”

          In addition, if the merger is not completed, Old Line Bancshares and/or Maryland Bankcorp may experience negative reactions from the financial markets and from their respective customers and employees. Old Line Bancshares and/or Maryland Bankcorp also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against Old Line Bancshares or Maryland Bankcorp to perform their respective obligations under the merger agreement. If the merger is not completed, Old Line Bancshares and Maryland Bankcorp cannot assure their stockholders that the risks described above will not materialize and will not materially affect the business, financial results and stock prices of Old Line Bancshares and/or Maryland Bankcorp.

           Old Line Bancshares and Maryland Bankcorp may choose not to proceed with the merger if it is not completed by May 31, 2011. Either Old Line Bancshares or Maryland Bankcorp may terminate the merger agreement if the merger has not been completed by May 31, 2011. See “The Merger Agreement and the Merger — Terms of the Merger — Termination.” There can be no assurance that all conditions to the merger will have been satisfied by May 31, 2011. See “The Merger Agreement and the Merger — Terms of the Merger — Conditions to the Merger.”

Risk Factors Relating to Old Line Bancshares’ Business

          This section discusses risks relating to Old Line Bancshares’ business and includes risks we will continue to face after the merger. References in this subsection to “we” and “our” refer to Old Line Bancshares, Inc. and its subsidiaries.

           If economic conditions deteriorate further, our borrowers’ ability to repay loans declines and the value of the collateral securing our loans decreases, these conditions could adversely affect our results of operations and financial condition. Changes in prevailing economic conditions, including declining real estate values, changes in interest rates which may cause a decrease in interest rate spreads, adverse employment conditions, the monetary and fiscal policies of the federal government and other significant external events may adversely affect our financial results. Because a significant portion of our loan portfolio is comprised of real estate related loans, continued decreases in real estate values could adversely affect the value of property used as collateral for loans in our portfolio. Although the adverse economic climate during the past two years has not severely impacted us due to our strict underwriting standards, further adverse changes in the economy, including increased unemployment or the economy moving back into a recession, could have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings.

           If U.S. markets and economic conditions continue to deteriorate, our liquidity could be adversely affected. Old Line Bank must maintain sufficient liquidity to ensure sufficient cash flow is available to satisfy current and future financial obligations including demand for loans and deposit withdrawals, funding of operating costs and other corporate purposes. We obtain funding through deposits and various short-term and long-term wholesale borrowings, including federal funds purchased, unsecured borrowings, brokered certificates of deposits and borrowings from the Federal Home Loan Bank of Atlanta and others. Economic uncertainty and disruptions in the financial system may adversely affect our liquidity. Dramatic declines in the housing market during the past three years, falling real estate prices and increased foreclosures and

unemployment, have resulted in significant asset value write-downs by financial institutions, including government-sponsored entities and investment banks. These investment write-downs have caused financial institutions to seek additional capital. Should we experience a substantial deterioration in our financial condition or should disruptions in the financial markets restrict our funding, it would negatively impact our liquidity. To mitigate this risk, we closely monitor our liquidity and maintain a line of credit with the Federal Home Loan Bank and have received approval to borrow from the Federal Reserve Bank of Richmond.

           Our need to comply with extensive and complex governmental regulation could have an adverse effect on our business and our growth strategy. The banking industry is subject to extensive regulation by state and federal banking authorities. Many of these regulations are intended to protect depositors, the public or the Federal Deposit Insurance Corporation (“FDIC”) insurance funds, not stockholders. Regulatory requirements affect our lending practices, capital structure, investment practices, dividend policy, ability to attract and retain personnel and many other aspects of our business. These requirements may constrain our rate of growth and changes in regulations could adversely affect us. The burden imposed by these federal and state regulations may place banks in general, and Old Line Bank specifically, at a competitive disadvantage compared to less regulated competitors. In addition, the cost of compliance with regulatory requirements could adversely affect our ability to operate profitably.

          In addition, because federal regulation of financial institutions changes regularly and is the subject of constant legislative debate, we cannot forecast how federal regulation of financial institutions may change in the future and impact our operations. In light of the performance of and government intervention in the financial sector, we fully expect there will be significant changes to the banking and financial institutions’ regulatory agencies in the near future. We further anticipate that additional laws and regulations may be enacted in response to the ongoing financial crisis that could have an impact on our operations. Changes in regulation and oversight, including in the form of changes to statutes, regulations or regulatory policies or changes in interpretation or implementation of statutes, regulations or policies, could affect the service and products we offer, increase our operating expenses, increase compliance challenges and otherwise adversely impact our financial performance and condition. In addition, the burden imposed by these federal and state regulations may place banks in general, and Old Line Bank specifically, at a competitive disadvantage compared to less regulated competitors.

           The recently enacted Dodd-Frank Act may adversely impact our results of operations, liquidity or financial condition. On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Dodd-Frank Act represents a comprehensive overhaul of the U.S. financial services industry. Among other things, the Dodd-Frank Act establishes the new federal Bureau of Consumer Financial Protection (the “BCFP”), includes provisions affecting corporate governance and executive compensation disclosure at all Securities and Exchange Commission (“SEC”) reporting companies and that allow financial institutions to pay interest on business checking accounts, broadens the base for FDIC insurance assessments, and includes new restrictions on how mortgage brokers and loan originators may be compensated. The Dodd-Frank Act requires the BCFP and other federal agencies to implement many new and significant rules and regulations to implement its various provisions, and the full impact of the Dodd-Frank Act on our business will not be known for years until regulations implementing the statute are adopted and implemented. As a result, we cannot at this time predict the extent to which the Dodd-Frank Act will impact our business, operations or financial condition. However, compliance with these new laws and regulations may require us to make changes to our business and operations and will likely result in additional costs and a diversion of management’s time from other business activities, any of which may adversely impact our results of operations, liquidity or financial condition.

           Because Old Line Bank serves a limited market area in Maryland, economic downturn in our market area could more adversely affect us than it affects our larger competitors that are more geographically diverse . Our current primary market area consists of the suburban Maryland (Washington, D.C. suburbs) counties of Prince George’s, Anne Arundel, Charles and northern St. Mary’s. We have expanded in Prince George’s County and Anne Arundel County, Maryland and may expand in contiguous northern and western counties, such as Montgomery County and Howard County, Maryland, and after the merger we will have branches in Calvert and St. Mary’s Counties as well. However, broad geographic diversification is not currently part of our community bank focus. Overall, during 2008, 2009 and the first half of 2010, the business environment negatively impacted many businesses and households in the United States and worldwide. Although the economic decline has not impacted the suburban Maryland and Washington D.C. suburbs as adversely as other areas of the United States, it has caused an increase in unemployment and business failures and a decline in property values. As a result, if our market area continues to suffer an economic downturn, it may more severely affect our business and financial condition than it affects larger bank competitors. Our larger competitors serve more geographically diverse market areas, parts of which may not be affected by the same economic conditions that may exist in our market area. Further, unexpected changes in the national and local economy may adversely affect our ability to attract deposits and to make loans. Such risks

are beyond our control and may have a material adverse effect on our financial condition and results of operations and, in turn, the value of our securities.

           We depend on the services of key personnel. The loss of any of these personnel could disrupt our operations and our business could suffer. Our success depends substantially on the skills and abilities of our senior management team, including James W. Cornelsen, our President and Chief Executive Officer, Joseph E. Burnett, our Executive Vice President and Chief Lending Officer, Christine M. Rush, our Executive Vice President, Chief Financial Officer and Chief Credit Officer and Sandi F. Burnett, our Executive Vice President and College Park Team Leader. They provide valuable services to us and would be difficult to replace. Although we have entered into employment agreements with these executives, with the exception of Ms. Burnett, the existence of such agreements does not assure that we will retain their services. Further, Ms. Burnett is not party to an employment agreement with us and could terminate her employment at any time.

          Also, our growth and success and our future growth and success, in large part, is and we anticipate will be due to the relationships maintained by our banking executives with our customers. The loss of services of one or more of these executives or other key employees could have a material adverse effect on our operations and our business could suffer. The experienced commercial lenders that we have hired are not a party to any employment agreement with us and they could terminate their employment with us at any time and for any reason.

          The federal agencies that regulate us are currently considering placing restrictions on executive compensation. This could cause the employment contracts with our management team to no longer be valid and this may effectively make our senior executive officers employees at will and could harm our ability to retain these individuals and our ability to attract and retain other key employees.

           Our growth and expansion strategy may not be successful. Our ability to grow depends upon our ability to attract new deposits, identify loan and investment opportunities and maintain adequate capital levels. We may also grow through acquisitions of existing financial institutions or branches thereof. There are no guarantees that our expansion strategies will be successful. Also, in order to effectively manage our anticipated and/or actual loan growth we have and may continue to make additional investments in equipment and personnel, which also will increase our non-interest expense.

          We opened a new branch in Crofton in Anne Arundel County, Maryland and a new branch in Bowie in Prince George’s County, Maryland during 2009. In addition, we will acquire ten new branches pursuant to the merger. With respect to these branches or any other branches that we may open, we may not be able to correctly identify profitable or growing markets for such new branches. If we were to acquire another financial institution or branch thereof, we may not be able to integrate the institution or branch into our operations. Also, the costs to start up new branch facilities or to acquire existing financial institutions or branches thereof, and the additional costs to operate these facilities, will increase our non-interest expense. It may also be difficult to adequately and profitably manage the anticipated growth from the new branches or acquisitions and we may not be able to maintain the relatively low levels of charge-offs and nonperforming loans that we have experienced.

          If we grow too quickly and are not able to control costs and maintain asset quality, growth could materially and adversely affect our financial performance.

           Our focus on commercial and real estate loans may increase the risk of credit losses. We offer a variety of loans including commercial business loans, commercial real estate loans, construction loans, home equity loans and consumer loans. We secure many of our loans with real estate (both residential and commercial) in the Maryland suburbs of Washington, D.C. During 2008, 2009 and 2010, property values declined in our market, energy prices were volatile, and there were rising private sector layoffs and unemployment, which caused consumer lending to slow. Although we believe our credit underwriting adequately considers these factors, further weakness in the economy and the real estate market could adversely affect our customers’ ability to repay their loans, which in turn could adversely impact us.

           Our concentrations of loans in various categories may also increase the risk of credit losses. We currently invest more than 25% of our capital in various loan types and industry segments, including commercial real estate loans, marine loans and loans to the hospitality industry (hotels/motels). While recent declines in the local commercial real estate market have not caused the collateral securing our loans to exceed acceptable loan to value ratios, a further deterioration in the commercial real estate market could cause deterioration in the collateral securing these loans and/or a decline in our customers’ earning capacity. This could negatively impact us. Although we have made a large portion of our hospitality loans to long-term, well established operators in strategic locations, a continued decline in the occupancy rate in these

facilities could negatively impact their earnings. This could adversely impact their ability to repay their loan which would adversely impact our net income.

           If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease. We maintain an allowance for loan losses that we believe is adequate for absorbing any potential losses in our loan portfolio. Management, through a periodic review and consideration of the loan portfolio, determines the amount of the allowance for loan losses. Although we believe the allowance for loan losses is adequate to absorb probable losses in our loan portfolio, even under normal economic conditions, we cannot predict such losses with certainty. The unprecedented volatility experienced in the financial and capital markets during the last two to three years makes this determination even more difficult as processes we use to estimate the allowance for loan losses may no longer be dependable because they rely on complex judgments, including forecasts of economic conditions that may not be accurate. As a result, we cannot be sure that our allowance is or will be adequate in the future. If management’s assumptions and judgments prove to be incorrect and the allowance for loan losses is inadequate to absorb future losses, our earnings will suffer.

          As of September 30, 2010, commercial and industrial, construction, and commercial real estate mortgage loans comprise approximately 86.68% of our loan portfolio. We expect this figure to be approximately 80.00% after the merger. These types of loans are generally viewed as having more risk of default than residential real estate or consumer loans and typically have larger balances than residential real estate loans and consumer loans. A deterioration of one or a few of these loans could cause a significant increase in non-performing loans. Such an increase could result in a net loss of earnings from these loans, an increase in the provision for loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on our financial condition and results of operations.

          Further, we do not have the experience with Maryland Bank & Trust’s loan portfolio that we have with Old Line Bank’s loan portfolio. As a result, it may be more difficult for us to accurately provision for the portion of our loan portfolio, subsequent to the merger, that was originated by Maryland Bank & Trust.

           Our profitability depends on interest rates and changes in monetary policy may impact us . Our results of operations depend to a large extent on our “net interest income,” which is the difference between the interest expense incurred in connection with our interest bearing liabilities, such as interest on deposit accounts, and the interest income received from our interest earning assets, such as loans and investment securities. Interest rates, because they are influenced by, among other things, expectations about future events, including the level of economic activity, federal monetary and fiscal policy, and geo-political stability, are not predictable or controllable. Additionally, competitive factors heavily influence the interest rates we can earn on our loan and investment portfolios and the interest rates we pay on our deposits. Community banks are often at a competitive disadvantage in managing their cost of funds compared to the large regional, super-regional or national banks that have access to the national and international capital markets. These factors influence our ability to maintain a stable net interest margin.

          We seek to maintain a neutral position in terms of the volume of assets and liabilities that mature or re-price during any period so that we may reasonably predict our net interest margin. However, interest rate fluctuations, loan prepayments, loan production and deposit flows are constantly changing and influence our ability to maintain this neutral position. Generally speaking, our earnings are more sensitive to fluctuations in interest rates the greater the variance in the volume of assets and liabilities that mature and re-price in any period. The extent and duration of the sensitivity will depend on the cumulative variance over time, the velocity and direction of interest rates, and whether we are more asset sensitive. Accordingly, we may not be successful in maintaining this neutral position and, as a result, our net interest margin may suffer.

           The market value of our investments could negatively impact stockholders’ equity. We have designated approximately 50.61% of our investment securities portfolio (and 11.59% of total assets) at September 30, 2010 as available for sale. We expect this figure to be 78.43% of our investment securities portfolio (and 11.39% of total assets) after the merger. Temporary unrealized gains and losses in the estimated value of the available for sale portfolio are “marked to market” and are reflected as a separate item in stockholders’ equity, net of taxes. As of September 30, 2010, we had temporary unrealized gains in our available for sale portfolio of $557,129 (net of taxes). As a result of the recent economic recession and the continued economic slowdown, several municipalities have reported budget deficits and companies have reported lower earnings. These budget deficits and lower earnings could cause temporary and other-than temporary impairment charges in our investment securities portfolio and cause us to report lower net income and a decline in stockholders’ equity.

           Old Line Bancshares’ future issuances of common stock in connection with acquisitions or otherwise could dilute your ownership of Old Line Bancshares. We may use our common stock to acquire other companies or to make investments in banks and other complementary businesses in the future. We may also issue common stock, or securities convertible into common stock, through public or private offerings, in order to raise additional capital in connection with future acquisitions, to satisfy regulatory capital requirements or for general corporate purposes. Any such stock issuances would dilute your ownership interest in Old Line Bancshares and may dilute the per-share value of the common stock.

           Old Line Bancshares’ future acquisitions, if any, may cause Old Line Bancshares to become more susceptible to adverse economic events. While we currently have no plans to acquire additional financial institutions, we may do so in the future if an attractive acquisition opportunity arises that is consistent with our business plan. Any future business acquisitions could be material to Old Line Bancshares, and the degree of success achieved in acquiring and integrating these businesses into Old Line Bancshares could have a material effect on the value of Old Line Bancshares common stock. In addition, any acquisition could require Old Line Bancshares to use substantial cash or other liquid assets or to incur debt. In those events, Old Line Bancshares could become more susceptible to future economic downturns and competitive pressures.

           Additional capital may not be available when needed or required by regulatory authorities. We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. In addition, we may elect to raise additional capital to support our business or to finance future acquisitions, if any, or we may otherwise elect or be required to raise additional capital, including in connection with the merger. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control and financial performance. Current conditions in the capital markets are such that traditional sources of capital may not be available to us on reasonable terms if we needed to raise additional capital. Accordingly, we may not be able to raise additional capital if needed or on terms that are favorable or otherwise not dilutive to existing stockholders. If we cannot raise additional capital when needed, it may have a material adverse effect on our financial condition, results of operations and prospects.

           Old Line Bank faces substantial competition which could adversely affect our growth and operating results. Old Line Bank operates in a competitive market for financial services and faces intense competition from other financial institutions both in making loans and in attracting deposits. Many of these financial institutions have been in business for many years, are significantly larger, have established customer bases, have greater financial resources and lending limits than Old Line Bank, and are able to offer certain services that we are not able to offer. If Old Line Bank cannot attract deposits and make loans at a sufficient level, its operating results will suffer, as will its opportunities for growth.

           We face limits on our ability to lend. We are limited in the amount we can loan to a single borrower by the amount of our capital. Generally, under current law, we may lend up to 15% of our unimpaired capital and surplus to any one borrower. As of September 30, 2010, we were able to lend approximately $5.8 million to any one borrower; the merger will increase this amount by approximately $2.3 million. This amount is significantly less than that of many of our competitors and may discourage potential borrowers who have credit needs in excess of our legal lending limit from doing business with us. We generally try to accommodate larger loans by selling participations in those loans to other financial institutions, but this strategy is not always available. We may not be able to attract or maintain customers seeking larger loans and we may not be able to sell participations in such loans on terms we consider favorable.

Additional Risk Factors Associated with Maryland Bankcorp

           Maryland Bank & Trust has entered into a written agreement with the OCC which may result in adverse results to Maryland Bankcorp’s operations. On February 10, 2006, Maryland Bankcorp’s wholly owned subsidiary, Maryland Bank & Trust, entered into a written agreement with its primary regulator, the OCC. Under the terms of the written agreement, Maryland Bank & Trust agreed to take certain actions relating to its lending operations and capital compliance. See “The Merger Agreement and the Merger — Regulatory Matters Regarding Maryland Bank & Trust.”

          The written agreement includes timeframes to implement the compliance requirements for Maryland Bank & Trust contained therein, including requirements to report to the OCC. The written agreement also requires Maryland Bank & Trust to establish a committee of its board of directors that will be responsible for overseeing compliance with the written agreement.

          Maryland Bank & Trust has taken steps to comply with the requirements of the written agreement. At September 30, 2010, Maryland Bank & Trust meets, and believes it will continue to meet, the capital ratios stipulated by the written agreement.

          The impact of the written agreement on Maryland Bankcorp’s operations as well as deteriorating credit markets may have an adverse impact on the financial condition and operations including maintaining acceptable liquidity levels and may negatively impact the financial condition, results of operations, and business operations of the combined company after the merger. Old Line Bank, however, will not be subject to the written agreement after the bank merger.

           Maryland Bankcorp’s asset quality may continue to deteriorate prior to completion of the merger. Maryland Bankcorp’s non-performing assets, including OREO, were $18.3 million at September 30, 2010, compared to $10.9 million at December 31, 2009. Non-performing assets, including OREO, as a percentage of total assets were 5.29% at September 30, 2010, compared to 3.19% at December 31, 2009. Net charge-offs for the nine months ended September 30, 2010 were $2.2 million, compared to $1.6 million in the same period of 2009. Should these adverse trends continue, they may have an adverse effect on Maryland Bankcorp’s financial and capital positions and, upon consummation of the merger, Old Line Bancshares’ financial and capital positions.

           Maryland Bankcorp’s loan portfolio is concentrated in commercial real estate and in certain geographic areas. Maryland Bankcorp’s commercial real estate loans totaled $115.3 million as of September 30, 2010, or 51.26% of its loan portfolio. Additionally, its construction and development loans totaled $38.8 million as of September 30, 2010, or 17.2% of its loan portfolio. Approximately 92% of Maryland Bankcorp’s loans were originated in Maryland.

          Commercial real estate loans are typically larger than residential real estate loans and consumer loans and depend on sales, in the case of construction and development loans, and cash flows, in the case of other commercial real estate loans, from the property to service the debt. Sales and cash flows have been and may continue to be affected significantly by general economic conditions, and a further deterioration in the markets where its collateral is located could increase the likelihood of default. Because Maryland Bankcorp’s loan portfolio contains a high concentration of commercial real estate loans with relatively large balances, the deterioration of a few of these loans could cause a significant percentage increase in its non-performing loan balances. An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for loan losses and an increase in charge-offs, all of which could have a material adverse effect on the financial condition and results of operations of Maryland Bankcorp, and, upon consummation of the merger, of Old Line Bancshares.

           Old Line Bancshares could record future impairment losses on Maryland Bankcorp’s holdings of investment securities available for sale. Maryland Bankcorp’s investment portfolio of securities available for sale includes U.S. Department of the Treasury (“U.S. Treasury”) and agency securities, municipal securities, and mortgage backed securities. Maryland Bankcorp routinely conducts periodic reviews to identify and evaluate each investment security to determine whether an other-than-temporary impairment (“OTTI”) has occurred. According to established OTTI accounting rules and Maryland Bankcorp’s OTTI policy statements, Maryland Bankcorp asserts that it did not have any temporary impairment charge to recognize during the quarter ended September 30, 2010. If the merger with Old Line Bancshares is completed, Old Line Bancshares will take ownership of the investment portfolio securities and record them at their fair value as of the closing date. A number of factors or combinations of factors could cause Old Line Bancshares to conclude in one or more future reporting periods that an unrealized loss that exists with respect to these securities constitutes an additional impairment that is other than temporary, which could result in material losses to Old Line Bancshares. These factors include, but are not limited to, failure to make scheduled principal and interest payments, an increase in the severity of the unrealized loss on a particular security, an increase in the continuous duration of the unrealized loss without an improvement in value or changes in market conditions and/or industry or issuer specific factors that would render Old Line Bancshares unable to forecast a full recovery in value. In addition, the fair values of these investment securities could decline if the overall economy and the financial condition of some of the issuers continue to deteriorate and there remains limited liquidity for these securities.

Risk Factors as they Relate to Maryland Bankcorp Stockholders in Connection with the Merger

           Maryland Bankcorp’s directors and executive officers have financial interests in the merger that are different from, or in addition to, the interests of Maryland Bankcorp stockholders . In considering the information contained in this document, you should be aware that Maryland Bankcorp’s directors and executive officers have financial interests in the merger that are different from, or in addition to, the interests of Maryland Bankcorp stockholders. The Maryland Bankcorp and Maryland Bank & Trust directors who collectively hold approximately 45.33% of the outstanding Maryland Bankcorp stock have agreed to vote in favor of the merger proposal. This agreement may have the effect of discouraging persons from making a proposal to acquire Maryland Bankcorp. Further, certain executive officers of Maryland Bankcorp have entered into, and each director of Maryland Bankcorp will have the opportunity to enter into, a non-compete agreement with Old Line Bancshares that will provide them with cash payments in exchange for their agreement not to compete with Old Line Bancshares for a certain period of time after the merger is consummated. Under these agreements, Thomas B. Watts, the

Chairman of the Board and Chief Executive Officer of Maryland Bankcorp, and G. Thomas Daugherty, the President of Maryland Bankcorp, will each receive a total of $200,000 over two years in exchange for their agreement not to compete with Old Line Bancshares for a three-year period. Each non-employee director of Maryland Bankcorp will have the opportunity to enter into a similar agreement providing for a cash payment of $50,000 to be paid upon the closing of the merger. Old Line Bancshares and Old Line Bank have also agreed to increase the size of their boards of directors to include two persons selected by Maryland Bankcorp, which the merger agreement contemplates will be Messrs. Watts and Daugherty, who will be compensated for their service on the board of directors of Old Line Bank. These and certain other additional interests of Maryland Bankcorp’s directors and executive officers are described in detail in “The Merger Agreement and the Merger — Interests of Directors, Officers and Others in the Merger.” These circumstances may cause some of Maryland Bankcorp directors and executive officers to view the proposed transaction differently than you view it.

           Maryland Bankcorp stockholders may not receive the form of merger consideration that they elect. Depending on the elections made by all Maryland Bankcorp stockholders, certain Maryland Bankcorp stockholders who elect to receive cash consideration may instead receive shares of Old Line Bancshares common stock for all or a portion of their shares of Maryland Bankcorp common stock.

          If Maryland Bankcorp stockholders oversubscribe for the available pool of cash, those Maryland Bankcorp stockholders electing to receive cash will have the amount of cash they selected reduced on a pro rata basis and will receive all or a portion of their consideration in the form of shares of Old Line Bancshares common stock. The pro rata allocation process will be administered by Old Line Bancshares’ exchange agent in accordance with the merger agreement. Accordingly, at the time Maryland Bankcorp stockholders vote on the proposal to approve the merger agreement and the merger, unless they elect to take Old Line Bancshares common stock they will not know the form of merger consideration that they will receive, regardless of their election prior to the merger. In addition, a Maryland Bankcorp stockholder may receive a pro rata amount of Old Line Bancshares common stock even if he or she has elected to receive all cash. Further, to the extent that Maryland Bankcorp stockholders receive all or a portion of the merger consideration in a form that they did not elect, they also will not know the tax consequences that will result upon the exchange of their shares of Maryland Bankcorp common stock. See “The Merger Agreement and the Merger — Certain Federal Income Tax Consequences.”

           Because the aggregate merger consideration is subject to adjustment and the value of the Old Line Bancshares common stock for purposes of the common stock portion of the merger consideration will fluctuate only within certain limits, and is not based solely on market value, Maryland Bankcorp stockholders will not know until the effective time of the merger the value of the consideration they will receive in the merger. Upon completion of the merger, each share of Maryland Bankcorp common stock will be converted into the right to receive merger consideration consisting of shares of Old Line Bancshares common stock and/or cash pursuant to the terms of the merger agreement. The value of the merger consideration to be received by Maryland Bankcorp stockholders will be based on the $20.0 million aggregate merger consideration, as adjusted as provided in the merger agreement for certain operating losses, asset quality changes and merger-related expenses incurred by Maryland Bankcorp, as well as for changes in the average price of Old Line Bancshares common stock, as defined in the merger agreement, if the average price is above $11.45 or below $7.63. Assuming there are no adjustments to the aggregate merger consideration , the value of the per-share merger consideration, based on 646,626 shares of Maryland Bankcorp common stock outstanding, would be $30.9298. The per-share merger consideration will be reduced if the aggregate merger consideration is adjusted, however, and these calculations will not be completed until the closing of the merger.

          In addition, the number of shares of Old Line Bancshares common stock that will be received for each share of Maryland Bankcorp common stock for which the common stock consideration is paid in the merger will be determined by dividing the per-share merger consideration value by the “average price” of a share of Old Line Bancshares common stock (the “exchange ratio”), subject to upper and lower limits on the average price above and below which the exchange ratio will be fixed. The average price takes into account both recent trading prices and the price of stock issuances by Old Line Bancshares within the 90-day period ending five days prior to the closing date of the merger. As a result, the average price may vary from the “market price” of the Old Line Bancshares common stock based solely on trading prices on the NASDAQ Stock Market. Any increase in the average price over the market price will have the effect of decreasing the number of shares of Old Line Bancshares common stock issued for each share of Maryland Bankcorp common stock as compared to a situation where the exchange ratio was based solely on recent trading prices. Therefore, if the average price exceeds the market price, stockholders of Maryland Bankcorp who receive the common stock merger consideration will receive fewer shares of Old Line Bancshares common stock in exchange for their Maryland Bankcorp shares than they would have received if the exchange ratio were based solely on recent trading prices, and, as a result, the value they receive in exchange for their shares could be lower than if the exchange ratio was based solely on recent trading prices.

          Further, the exchange ratio will not be adjusted if the average price exceeds $11.45 or is below $7.63. Therefore, if the average price of Old Line Bancshares common stock falls below $7.63, the exchange ratio will remain fixed at the same amount as if the average price were $7.63. As a result, the value of shares of Old Line Bancshares common stock that a Maryland Bankcorp stockholder receives in the merger will decline correspondingly with declines in the average price of Old Line Bancshares common stock below $7.63 prior to and as of the date the merger consideration is received.

          Accordingly, at the time of the special meeting of Maryland Bankcorp stockholders and prior to the election deadline, Maryland Bankcorp stockholders will not know or be able to calculate the amount of the consideration they will receive, the exchange ratio that will be used to determine the number of shares of Old Line Bancshares common stock that they would receive upon completion of the merger, or the value of any shares of Old Line Bancshares common stock they would receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the businesses, operations and prospects of Old Line Bancshares and regulatory considerations. Many of these factors are beyond Old Line Bancshares’ control. You should obtain current market quotations for shares of Old Line Bancshares common stock

          Maryland Bankcorp has the option, but is not required, to terminate the merger agreement if the average price of the Old Line Bancshares common stock falls below $6.00, although Maryland Bankcorp does not have this option if Old Line Bancshares, in its sole discretion, increases the aggregate merger consideration as set forth in the merger agreement. Maryland Bankcorp cannot predict at this time whether or not its board of directors would exercise its right to terminate the merger agreement if these conditions were met. The merger agreement does not provide for a resolicitation of Maryland Bankcorp stockholders in the event that the conditions are met and the Maryland Bankcorp board nevertheless chooses to complete the transaction. Maryland Bankcorp’s board of directors has made no decision as to whether it would exercise its right to terminate the merger agreement. In considering whether to exercise its right to terminate the merger agreement, Maryland Bankcorp’s board of directors would take into account all the relevant facts and circumstances that exist at the time and would consult with its financial advisor and legal counsel.

           The merger agreement limits Maryland Bankcorp’s ability to pursue alternative transactions to the merger and requires Maryland Bankcorp to pay a termination fee if it does. The merger agreement prohibits Maryland Bankcorp and its directors, officers, representatives and agents, subject to narrow exceptions, from initiating, encouraging, soliciting or entering into discussions with any third party regarding alternative acquisition proposals. The prohibition limits Maryland Bankcorp’s ability to pursue offers from other possible acquirers that may be superior from a financial point of view. If Maryland Bankcorp receives an unsolicited proposal from a third party that is superior from a financial point of view to that made by Old Line Bancshares and the merger agreement is terminated, Maryland Bankcorp would be required to pay a termination fee of either $750,000 or $1,000,000. This fee makes it less likely that a third party will make an alternative acquisition proposal.

           The federal income tax consequences of the merger for Maryland Bankcorp stockholders will be dependent upon the merger consideration received. The federal income tax consequences of the merger to you will depend upon the merger consideration you receive. In general, if you exchange your shares of Maryland Bankcorp common stock solely for cash, you will recognize gain or loss for federal income tax purposes in an amount equal to the difference between the cash you receive and your adjusted tax basis in your Maryland Bankcorp common stock. If you receive solely Old Line Bancshares common stock in exchange for your Maryland Bankcorp common stock, you generally will not recognize any gain or loss for federal income tax purposes. However, you generally will have to recognize gain or loss in connection with cash received in lieu of fractional shares of Old Line Bancshares common stock. If you receive a combination of cash and Old Line Bancshares common stock in the transaction, you generally will not recognize loss but will recognize gain, if any, to the extent of any cash received. For a more detailed discussion of the federal income tax consequences of the transaction to you, see “The Merger Agreement and the Merger — Certain Federal Income Tax Consequences.”

           After the merger is completed, Maryland Bankcorp stockholders who receive Old Line Bancshares common stock for some or all of their shares of Maryland Bankcorp common stock will become Old Line Bancshares stockholders and will have different rights that may be less advantageous than their current rights. Upon completion of the merger, Maryland Bankcorp stockholders who receive Old Line Bancshares common stock for some or all of their shares of Maryland Bankcorp common stock will become Old Line Bancshares stockholders. Differences in Maryland Bankcorp’s articles of incorporation and bylaws and Old Line Bancshares’ articles of incorporation and bylaws will result in changes to the rights of Maryland Bankcorp stockholders who become Old Line Bancshares stockholders. For more information, see “Comparison of the Stockholder Rights.” A stockholder of Maryland Bankcorp may conclude that his, her or its current rights under Maryland Bankcorp’s articles of incorporation and bylaws are more advantageous than the rights they may have as an Old Line Bancshares stockholder under Old Line Bancshares’ articles of incorporation and bylaws.

           Maryland Bankcorp’s stockholders will have less influence as stockholders of Old Line Bancshares than as stockholders of Maryland Bankcorp. Maryland Bankcorp stockholders currently have the right to vote in the election of the board of directors of Maryland Bankcorp and on other matters affecting Maryland Bankcorp. The stockholders of Maryland Bankcorp as a group will own approximately 37.87% of the combined organization (Old Line Bancshares and Maryland Bankcorp). When the merger occurs, each stockholder that receives shares of Old Line Bancshares common stock will become a stockholder of Old Line Bancshares with a percentage ownership of the combined organization much smaller than such stockholder’s percentage ownership of Maryland Bankcorp. Because of this, stockholders of Maryland Bankcorp will have less influence on the management and policies of Old Line Bancshares than they now have on the management and policies of Maryland Bankcorp.

	•		The ability to obtain required regulatory and stockholder approvals;
	•		The ability to complete the merger in the expected timeframe may be more difficult, time-consuming or costly than expected, or the merger may not be completed at all;
	•		Changes in loan default and charge-off rates;
	•		Changes in demand for loan products or other financial services;
	•		Reductions in deposit levels necessitating increased borrowings to fund loans and investments;
	•		Deterioration in economic conditions or a slower than anticipated recovery in Old Line Bank’s and Maryland Bank & Trust’s target markets or nationally;
	•		Continued increases in the unemployment rate in Old Line Bank’s and Maryland Bank & Trust’s target markets;
	•		Changes in interest rates;
	•		Changes in laws, regulations, policies and guidelines impacting our ability to collect on outstanding loans or otherwise negatively impacting Old Line Bank’s and Maryland Bank & Trust’s business;
	•		The ability of Old Line Bank to retain key personnel;
	•		The ability of Old Line Bancshares and Old Line Bank to successfully implement our growth and expansion strategy;
	•		The risk of loan losses;
	•		Potential conflicts of interest associated with Old Line Bancshares’ interest in Pointer Ridge;
	•		Changes in competitive, governmental, regulatory, technological and other factors that may affect Old Line Bancshares or Maryland Bankcorp specifically or the banking industry generally;
	•		The other risks discussed in this joint proxy statement/prospectus, in particular in the “Risk Factors” section of this document; and
	•		Other risk factors detailed from time to time in filings made by Old Line Bancshares with the SEC.

          Forward-looking statements speak only as of the date they are made. You should not place undue reliance on any forward-looking statements. Old Line Bancshares and Maryland Bankcorp undertake no obligation to update or clarify these forward-looking statements to reflect factual assumptions, circumstances or events that have changed after such a forward-looking statement was made.

THE OLD LINE BANCSHARES SPECIAL MEETING

Date, Time and Place

          Old Line Bancshares will hold a special meeting of its stockholders at its office located at 1525 Pointer Ridge Place, Bowie, Maryland, at 5.00 P.M. on January 27, 2011.

Purpose of the Special Meeting

          At the special meeting, Old Line Bancshares’ stockholders will be asked to consider and vote upon proposals to:

	•		Approve the merger agreement between Old Line Bancshares and Maryland Bankcorp and the merger of Maryland Bankcorp with and into Old Line Bancshares;
	•		Adjourn the special meeting if more time is needed to solicit proxies; and
	•		Transact any other business that may properly be brought before the special meeting.

Recommendation of the Board of Directors of Old Line Bancshares

          The Old Line Bancshares board of directors has determined that the merger is advisable and in the best interests of Old Line Bancshares and its stockholders and recommends that Old Line Bancshares’ stockholders vote “FOR” approval of the merger agreement and the merger.

Record Date; Stockholders Entitled to Vote

          Stockholders of record at the close of business on December 1, 2010, which the Old Line Bancshares board of directors has set as the record date, are entitled to notice of and to vote at the special meeting. As of the close of business on that date, there were outstanding and entitled to vote 3,888,105 shares of common stock, $0.01 par value per share, each of which is entitled to one vote.

Quorum

          The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the special meeting (or 1,944,052 shares of Old Line Bancshares common stock) will be necessary to constitute a quorum for the transaction of business at the special meeting. Abstentions are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the special meeting.

          Under Maryland law, broker non-votes are also counted for purposes of determining the presence or absence of a quorum for the transaction of business at special meetings. In general, with respect to shares held in street name, the holders of record have the authority to vote shares for which their customers do not provide voting instructions only on certain routine, uncontested items. In the case of non-routine or contested items, the institution holding street name shares cannot vote the shares if it has not received voting instructions. These are considered to be “broker non-votes.” Since there are no routine items to be voted on at the special meeting, nominee record holders of Old Line Bancshares common stock that do not receive voting instructions from the beneficial owners of such shares will not be able to return a proxy card with respect to such shares; as a result, these shares will not be considered present at the special meeting and will not count towards the satisfaction of a quorum.

Vote Required

          Old Line Bancshares’ articles of incorporation provide that the approval of certain transactions, including a merger, requires the vote of a majority of the shares of each class of Old Line Bancshares’ capital stock entitled to vote thereon, if the merger has been approved by a majority of its board of directors. As a result, the proposal at the Old Line Bancshares special meeting to approve the merger agreement and the merger requires the affirmative vote of holders of a majority of the outstanding shares of Old Line Bancshares common stock entitled to vote on the proposal. The affirmative vote of the holders of a majority of the shares of common stock cast on the matter is required to adjourn the special meeting to solicit additional proxies, if necessary.

          Directors and executive officers of Old Line Bancshares and their affiliates, who beneficially own approximately 14.24% of Old Line Bancshares common stock outstanding as of the record date, are expected to vote for approval of the merger agreement and the merger.

Abstentions and Failure to Vote

          Because approval of the merger agreement and the merger requires the affirmative vote of the holders of more than 50% of the outstanding shares of Old Line Bancshares common stock entitled to vote at the special meeting, abstentions, the failure to vote and broker non-votes will have the same effect as votes against this matter. In other words, if you are an Old Line Bancshares stockholder and fail to vote, fail to instruct your broker or nominee to vote, or vote to abstain, it will have the effect of a vote against the proposal to approve the merger agreement and the merger. Accordingly, the Old Line Bancshares board of directors urges you to submit your proxy to vote as instructed below.

          As noted above, approval of the proposal to adjourn the special meeting to solicit additional proxies, if necessary, requires the affirmative vote of at least a majority of all votes cast on the matter at the special meeting. Abstentions, the failure to vote and broker non-votes are not included in calculating votes cast with respect to this proposal and therefore will have no effect on the outcome of this proposal (assuming a quorum is present).

Voting of Proxies

          The enclosed proxy with respect to the Old Line Bancshares special meeting is solicited by the board of directors of Old Line Bancshares. The board of directors has selected John Suit and Suhas Shah or either of them, to act as proxies with full power of substitution.

          Whether or not you plan to attend the special meeting, you may submit a proxy to vote your shares via Internet, telephone or mail as outlined below. You will need information from your proxy card or electronic delivery notice to submit your proxy to vote your shares by Internet or telephone.

	•		By Internet: Go to www.proxyvote.com and follow the instructions.
	•		By Telephone: Call 1-800-690-6903 and follow the voice mail prompts.
	•		By Mail: Mark your vote, sign your name exactly as it appears on your proxy card, date your proxy card and return it in the envelope provided.

          All proxies will be voted as directed by the stockholder on the proxy form. A proxy, if executed and not revoked, will be voted in the following manner (unless it contains instructions to the contrary, in which event it will be voted in accordance with such instructions):

	•		FOR approval of the merger agreement and the merger; and
	•		FOR approval of the proposal to adjourn the special meeting to solicit additional proxies, if necessary.

          At the date hereof, management has no knowledge of any business that will be presented for consideration at the special meeting and that would be required to be set forth in this joint proxy statement/prospectus or in the related Old Line Bancshares proxy card, other than the matters set forth in the Notice of Special Meeting of Stockholders of Old Line Bancshares. In accordance with Maryland law, business transacted at the Old Line Bancshares special meeting will be limited to those matters set forth in the notice. Nonetheless, if any other matter is properly presented at the Old Line Bancshares special meeting for consideration, proxies will be voted in the discretion of the proxy holder on such matter.

           Your vote is important. Accordingly, please sign and return the enclosed proxy card, or indicate your vote by phone or Internet as described above, as soon as possible whether or not you intend to attend the Old Line Bancshares special meeting.

Shares held in Street Name

          If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares if you wish

them to be counted. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Old Line Bancshares or by voting in person at the meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Further, brokers who hold shares of Old Line Bancshares common stock on behalf of their customers may not give a proxy to Old Line Bancshares to vote those shares without specific instructions from their customers.

          If you are an Old Line Bancshares stockholder and you do not instruct your broker on how to vote your shares, your broker may not vote your shares at the special meeting.

           Your vote is important. Accordingly, please sign and return your broker’s instructions whether or not you plan to attend the Old Line Bancshares special meeting in person.

Revocability of Proxies

          A proxy is revocable at any time prior to or at the special meeting by written notice to Old Line Bancshares, by executing a proxy bearing a later date, or by attending the special meeting and voting in person. A written notice of revocation of a proxy should be sent to the Secretary, Old Line Bancshares, Inc., 1525 Pointer Ridge Place, Bowie, Maryland 20716, and will be effective if received by the Secretary prior to the special meeting. The presence of a stockholder at the special meeting alone will not automatically revoke such stockholder’s proxy.

Solicitation of Proxies

          Old Line Bancshares will pay the costs of soliciting proxies from Old Line Bancshares stockholders. These costs may include reasonable out of pocket expenses in forwarding proxy materials to beneficial owners. Old Line Bancshares will reimburse brokers and other persons for their reasonable expenses in forwarding proxy materials to customers who are beneficial owners of the common stock of Old Line Bancshares registered in the name of nominees.

          In addition to solicitation by mail, officers and directors of Old Line Bancshares may solicit proxies personally or by telephone. Old Line Bancshares will not specifically compensate these persons for soliciting such proxies, but may reimburse them for reasonable out-of-pocket expenses, if any.

THE MARYLAND BANKCORP SPECIAL MEETING

Date, Time and Place

          Maryland Bankcorp will hold a special meeting of its stockholders at its main office located at 46930 South Shangri La Drive, Lexington Park, Maryland, at 10:00 A.M. on January 27, 2011.

Purpose of the Special Meeting

          At the special meeting, Maryland Bankcorp’s stockholders will be asked to consider and vote upon proposals to:

	•		Approve the merger agreement between Old Line Bancshares and Maryland Bankcorp and the merger of Maryland Bankcorp with and into Old Line Bancshares;
	•		Adjourn the special meeting if more time is needed to solicit proxies; and
	•		Transact any other business that may properly be brought before the special meeting.

Recommendation of the Board of Directors of Maryland Bankcorp

          The Maryland Bankcorp board of directors has unanimously determined that the merger is advisable and in the best interests of Maryland Bankcorp and its stockholders and recommends that Maryland Bankcorp’s stockholders vote “FOR” approval of the merger agreement and the merger.

Record Date; Stockholders Entitled to Vote

          Stockholders of record at the close of business on December 1, 2010, which the Maryland Bankcorp board of directors has set as the record date, are entitled to notice of and to vote at the special meeting. As of the close of business on that date, there were outstanding and entitled to vote 646,626 shares of common stock, $0.01 par value per share, each of which is entitled to one vote.

Quorum

          The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the special meeting (or 323,314 shares of Maryland Bankcorp common stock) will be necessary to constitute a quorum for the transaction of business at the special meeting. Abstentions are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the special meeting.

          Under Maryland law, broker non-votes are also counted for purposes of determining the presence or absence of a quorum for the transaction of business at special meetings. In general, with respect to shares held in street name, the holders of record have the authority to vote shares for which their customers do not provide voting instructions only on certain routine, uncontested items. In the case of non-routine or contested items, the institution holding street name shares cannot vote the shares if it has not received voting instructions. These are considered to be “broker non-votes.” Since there are no routine items to be voted on at the special meeting, nominee record holders of Maryland Bankcorp common stock that do not receive voting instructions from the beneficial owners of such shares will not be able to return a proxy card with respect to such shares; as a result, these shares will not be considered present at the special meeting and will not count towards the satisfaction of a quorum.

Vote Required

          The proposal at the Maryland Bankcorp special meeting to approve the merger agreement and the merger requires the affirmative vote of holders of two-thirds of the outstanding shares of Maryland Bankcorp common stock entitled to vote on the proposal. The affirmative vote of the holders of a majority of the shares of common stock cast on the matter at the special meeting is required to adjourn the special meeting to solicit additional proxies, if necessary.

          Directors of Maryland Bankcorp and Maryland Bank & Trust and their affiliates, who beneficially own approximately 45.33% of Maryland Bankcorp common stock as of the record date, have agreed in writing to vote for approval of the merger agreement and the merger. Maryland Bank & Trust holds 53,742 shares (8.32%) for its employee stock plan, which will be voted for approval of the merger agreement and the merger.

Abstentions and Failure to Vote

          Because approval of the merger agreement and the merger requires the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of Maryland Bankcorp common stock entitled to vote at the special meeting, abstentions, the failure to vote and broker non-votes will have the same effect as votes against this matter. In other words, if you are a Maryland Bankcorp stockholder and fail to vote, fail to instruct your broker or nominee to vote, or vote to abstain, it will have the effect of a vote against the proposal to approve the merger agreement and the merger. Accordingly, the Maryland Bankcorp board of directors urges you to complete, date and sign the accompanying proxy and return it promptly in the enclosed, postage-paid envelope.

          As noted above, approval of the proposal to adjourn the special meeting to solicit additional proxies, if necessary, requires the affirmative vote of at least a majority of all votes cast on the matter at the special meeting. Abstentions, the failure to vote and broker non-votes are not included in calculating votes cast with respect to this proposal and therefore will have no effect on the outcome of this proposal (assuming a quorum is present).

Voting of Proxies

          The enclosed proxy with respect to the Maryland Bankcorp special meeting is solicited by the board of directors of Maryland Bankcorp. The board of directors has selected G. Thomas Daugherty and Frank Taylor or either of them, to act as proxies with full power of substitution.

          Maryland Bankcorp requests that you sign the accompanying proxy and return it promptly in the enclosed, postage-paid envelope. Please mark your vote, sign your name exactly as it appears on your proxy card, date your proxy card and return it in the envelope provided.

          All proxies will be voted as directed by the stockholder on the proxy form. A proxy, if executed and not revoked, will be voted in the following manner (unless it contains instructions to the contrary, in which event it will be voted in accordance with such instructions):

	•		FOR approval of the merger agreement and the merger; and
	•		FOR approval of the proposal to adjourn the special meeting to solicit additional proxies, if necessary.

          At the date hereof, management has no knowledge of any business that will be presented for consideration at the special meeting and that would be required to be set forth in this joint proxy statement/prospectus or in the related Maryland Bankcorp proxy card, other than the matters set forth in the Notice of Special Meeting of Stockholders of Maryland Bankcorp. In accordance with Maryland law, business transacted at the Maryland Bankcorp special meeting will be limited to those matters set forth in the notice. Nonetheless, if any other matter is properly presented at the Maryland Bankcorp special meeting for consideration, proxies will be voted in the discretion of the proxy holder on such matter.

           Your vote is important. Accordingly, please sign and return the enclosed proxy card as soon as possible whether or not you intend to attend the Maryland Bankcorp special meeting.

Shares held in Street Name

          If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares if you wish them to be counted. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Maryland Bankcorp or by voting in person at the meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Further, brokers who hold shares of Maryland Bankcorp common stock on behalf of their customers may not give a proxy to Maryland Bankcorp to vote those shares without specific instructions from their customers.

          If you are a Maryland Bankcorp stockholder and you do not instruct your broker on how to vote your shares, your broker may not vote your shares at the special meeting.

           Your vote is important. Accordingly, please sign and return your broker’s instructions whether or not you plan to attend the Maryland Bankcorp special meeting in person.

Revocability of Proxies

          A proxy is revocable at any time prior to or at the special meeting by written notice to Maryland Bankcorp, by executing a proxy bearing a later date, or by attending the special meeting and voting in person. A written notice of revocation of a proxy should be sent to the Secretary, Maryland Bankcorp, Inc., 46930 South Shangri La Drive, Lexington Park, Maryland 20653 and will be effective if received by the Secretary prior to the special meeting. The presence of a stockholder at the special meeting alone will not automatically revoke such stockholder’s proxy.

Solicitation of Proxies

          Maryland Bankcorp will pay the costs of soliciting proxies from Maryland Bankcorp stockholders. These costs may include reasonable out of pocket expenses in forwarding proxy materials to beneficial owners. Maryland Bankcorp will reimburse brokers and other persons for their reasonable expenses in forwarding proxy materials to customers who are beneficial owners of the common stock of Maryland Bankcorp registered in the name of nominees.

          In addition to solicitation by mail, officers and directors of Maryland Bankcorp may solicit proxies personally or by telephone. Maryland Bankcorp will not specifically compensate these persons for soliciting such proxies, but may reimburse them for reasonable out-of-pocket expenses, if any.

THE MERGER AGREEMENT AND THE MERGER

          The following information describes the material terms and provisions of the merger agreement and the merger. This discussion is subject, and qualified in its entirety by reference, to the merger agreement, as amended, which is incorporated herein by reference, and the financial advisor opinions attached as annexes to this joint proxy statement/prospectus.

          Except for its status as the contractual document between the parties with respect to the merger described therein, the merger agreement attached as Annex A hereto is not intended to provide factual information about the parties. The representations and warranties contained in the merger agreement were made solely for the purposes of such agreement as of specified dates, and are not intended to provide factual, business or financial information about Old Line Bancshares or Maryland Bankcorp. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders or may have been used for purposes of allocating risk between Old Line Bancshares and Maryland Bankcorp rather than establishing matters as facts. For the foregoing reasons, you should not rely on the representations and warranties as accurate or complete or as characterizations of the actual state of facts as of any specified date. We urge you to read the full text of the merger agreement carefully.

General

          The merger agreement provides that:

	•		Maryland Bankcorp will merge with and into Old Line Bancshares with Old Line Bancshares as the surviving corporation;
	•		If you are a stockholder of Maryland Bankcorp you will receive, at your election, cash (subject to proration as described herein) or shares of stock of Old Line Bancshares, in a dollar amount generally equal to the $20 million aggregate merger consideration, as adjusted as provided in the merger agreement, divided by the number of shares of common stock of Maryland Bankcorp outstanding on the closing date of the merger, provided that cash will be paid in lieu of fractional shares of Old Line Bancshares common stock and the aggregate cash consideration to be paid to stockholders of Maryland Bankcorp will not exceed 5% of the aggregate merger consideration, unless increased by Old Line Bancshares in its sole discretion, and subject to further adjustments as described in the merger agreement;
	•		Pursuant to an Agreement and Plan of Merger by and between Old Line Bank and Maryland Bank & Trust, dated as of September 1, 2010, immediately after the merger Maryland Bank & Trust will be merged with and into Old Line Bank, with Old Line Bank as the surviving bank, which we refer to as the bank merger; and
	•		Thomas B. Watts and G. Thomas Daugherty will be appointed as members of the Old Line Bancshares and Old Line Bank boards of directors.

Background of the Merger

          From time to time over the past several years, each of Old Line Bancshares’ and Maryland Bankcorp’s boards of directors and managements have separately considered various strategic alternatives as part of their continuing efforts to enhance each company’s community banking franchise and to maximize stockholder value. Each company has considered strategic alternatives which include: continuing as an independent institution; acquiring branch offices or other community banks; establishing related lines of business; and entering into a strategic merger with similarly-sized institutions. In the case of Old Line Bancshares, these alternatives also included acquiring financial institutions with cultures similar to Old Line Bancshares. In the case of Maryland Bankcorp, these alternatives also included affiliation with another community financial institution with a culture similar to Maryland Bankcorp’s.

          In this regard, during the last five years, James W. Cornelsen, President and Chief Executive Officer of Old Line Bancshares, and Thomas B. Watts, Chairman of the Board and Chief Executive Officer of Maryland Bankcorp, had met at least twice to discuss the possibility of a merger between the two entities and their respective banks.

          At the end of the third quarter of 2009, Chuck Schreck of Monocacy met with Mr. Watts to discuss the general bank operating environment. Messrs. Watts and Schreck discussed capital structure issues, lack of stock liquidity, stockholder

ownership structure, ability to raise non-dilutive Tier 1 capital (for example, trust preferred, non-cumulative perpetual preferred or traditional preferred), and general pricing levels of Tier 1 capital. Mr. Watts also provided background information about Maryland Bankcorp and Maryland Bank & Trust, including ownership and operating market, as well as the opportunities and challenges facing the bank.

          Messrs. Schreck and Watts met for several follow up discussions during November 2009 that focused on the potential ability, if any, of Maryland Bankcorp to raise some form of Tier 1 capital (specific focus at this point excluded common equity) in order to simplify Maryland Bankcorp’s common stock ownership structure by buying back shares of stock in the open market or privately negotiated deals, thereby potentially eliminating stockholders owning less than 400 to 1,000 shares, or approximately 4% to 10% of the total shares outstanding. Beyond the mechanics of any potential stock buyback, the discussion focused on Maryland Bankcorp’s current market price of $12 to $15 per share over the last year, the low relative price to book multiple reflected in the market price per share (approximately 30% to 40% of book value per share), potential reasons for market-observed valuation parameters, traditional and non-traditional sources and types of capital, potential investor types and their required returns, potential non-financial requirements of these investor types, and Maryland Bankcorp’s ability to successfully place and service these types of capital (including the underlying ability of Maryland Bankcorp’s primary operating subsidiary, Maryland Bank & Trust, to service these forms of capital or to place a Tier 1 form of capital directly into Maryland Bank & Trust). Mr. Watts discussed the formal written agreement Maryland Bank & Trust had entered into with the OCC and provided additional information to assist in the review.

          In early December 2009, Mr. Watts and G. Thomas Daugherty, President of Maryland Bankcorp, met with Mr. Schreck and Rodney Martin of Monocacy to discuss and review the concepts discussed in late November. These discussions and reviews focused on the general operating environment, the market for bank capital instruments (all forms including common stock), the historical and current financial performance of Maryland Bankcorp and Maryland Bank & Trust, the general regulatory environment for banks, the regulatory environment specifically regarding Maryland Bankcorp, the challenges facing banks in general through 2008 and 2009 in raising capital of all types, recent capital placements and pricing levels in the market for those capital placements, potential dilution challenges of a capital placement (public or private), and the ability or inability of Maryland Bankcorp to service the non-common equity capital instruments desired based on current financial performance and the formal regulatory agreement in place with the OCC. Monocacy representatives also provided a brief overview of the impact of injecting common equity or common equity equivalent capital instruments into Maryland Bankcorp, along with the challenges of this strategy in the current environment and the prohibitive dilution that would be incurred if Maryland Bankcorp pursued such a strategy.

          After this review and discussion, Messrs. Watts and Daugherty asked Monocacy about the potential merger and acquisition valuation range of Maryland Bankcorp based upon information provided to date and the current environment. The inquiry was to focus primarily on one multi-billion dollar banking organization of particular interest, as well as two or three others that Messrs. Watts and Daugherty believed operated with a similar culture or operating philosophy and of similar size or larger. These institutions’ assets ranged in size between $1.5 billion to $8.0 billion. This initial review did not include Old Line Bancshares.

          Within a couple of days, Mr. Schreck contacted Mr. Watts to discuss these findings and offer a plan of action to review these strategies under discussion. In this discussion, Mr. Schreck offered some additional alternatives related to potential institutions that may have interest in Maryland Bankcorp as an acquisition target or merger partner. In addition, they discussed a potential capital formation strategy, with emphasis on the expected challenges due to the environment and the likelihood of extensive dilution to ownership and underlying value based on expected pricing levels due to the current trading levels of Maryland Bankcorp. Mr. Watts discussed the potential capital needs due to the growth expected in the market where Maryland Bankcorp operated and the business being captured from recent mergers and acquisitions and customer disruption. The operating restrictions and requirements of the regulatory agreement were discussed in the same light as well. On December 7, 2009, Maryland Bankcorp formally engaged Monocacy to explore strategic alternatives as discussed.

          In early January 2010, Messrs. Watts and Daugherty asked Monocacy to confidentially explore whether the three institutions identified may have an interest in pursuing a transaction of the kind they had discussed. Monocacy provided feedback that there would in fact be varying levels of interest, and differing approaches, from these parties. Monocacy also indicated that several other institutions should have interest in a transaction of this type, including potential merger of equals opportunities.

          In early February 2010, given the potential dilution and servicing challenges of injecting additional capital, Maryland Bankcorp asked Monocacy to prepare a confidential information memorandum describing the operations of

Maryland Bankcorp and to solicit confidentiality agreements from interested institutions. Monocacy provided an extensive list of institutions that were believed to have interest in Maryland Bankcorp. Maryland Bankcorp instructed Monocacy to focus on the larger institutions noted when making initial contacts.

          After completing the confidential information memorandum in early March 2010, Monocacy contacted approximately 50 institutions on a no name, confidential basis describing the operational and financial characteristics of Maryland Bankcorp. All of these institutions were of the capacity to complete a transaction of this size and scope. The focus list included institutions in size from over $600 million in assets to over $100 billion in assets (and did not include Old Line Bancshares at this point).

          Of these potential acquirers contacted, 14 signed confidentiality agreements and shortly thereafter received a confidential offering memorandum. Excluding one institution in excess of $50 billion in assets, these institutions ranged in size from just over $600 million to $16 billion in assets, with the average size approximating $3.5 billion in assets. Also during this timeframe, Monocacy discussed the potential transaction and met with the potential acquirers, responded to questions, and provided analytics showing the merits of a transaction with Maryland Bankcorp.

          After distributing the confidential offering memoranda to these selected institutions, Monocacy advised that preliminary indications of interest should be provided to Monocacy no later than April 27, 2010, as Monocacy would be meeting with the Maryland Bankcorp board of directors to discuss the preliminary findings of the process to date. Also in early April 2010, prior to the preliminary response date of April 27, 2010, Monocacy and Maryland Bankcorp determined and agreed to contact additional institutions that may be smaller than those included on the original contact list but nonetheless financially and operationally capable of executing a transaction of this type, or potentially interested in a merger of equals transaction. Monocacy identified approximately ten additional institutions prior to the April 28, 2010 board meeting, identifying Old Line Bancshares as one of those institutions to be contacted. Monocacy continued to contact institutions that had delayed in responding to first contact overtures.

          On April 20, 2010, Monocacy met with Mr. Cornelsen to discuss an acquisition opportunity on a no names, confidential basis. After discussing this potential opportunity, Mr. Cornelsen requested a confidentiality agreement in order to specifically determine the opportunity and receive a confidential information memorandum should Old Line Bancshares continue to have an interest upon full disclosure.

          On April 21, 2010, Old Line Bancshares and Monocacy, as agent for Maryland Bankcorp, entered into the confidentiality agreement. Monocacy in turn provided the confidential offering memorandum to Old Line Bancshares.

          On April 22, 2010, Old Line Bancshares’ board of directors authorized Old Line Bancshares to move forward with investigating a potential acquisition of Maryland Bankcorp and/or Maryland Bank & Trust, and appointed a special committee of the board of directors to review potential strategic opportunities in general (the “Special Committee”), including an acquisition of Maryland Bank & Trust.

          On April 22, 2010, Monocacy met with Messrs. Watts and Daugherty to discuss the process and findings to date, including one written, non-binding expression of interest and two institutions requesting more time due to internal timing issues. Additionally, institutions receiving the confidential information memorandum later than the initial group requested more time as well. Old Line Bancshares was one of those institutions.

          On April 27, 2010, Mr. Cornelsen met with David Danielson of Danielson and also conducted a conference call with Monocacy to discuss the possibility of Old Line Bancshares acquiring Maryland Bank & Trust.

          On April 28, 2010, Monocacy met with the Maryland Bankcorp board of directors to discuss the process and findings to date. Monocacy informed the board of the written, non-binding expression of interest and the other institutions requesting more time and the specific reasons of each such institution. Monocacy informed the board that almost 60 institutions had been contacted, with varying degrees of success, and 19 confidential information memoranda had been delivered to institutions executing the required confidentiality agreement. Monocacy also provided summary information regarding the board’s responsibilities in the evaluation of proposals, a summary of the proposals including estimated pricing statistics (approximating $18.3 million in the aggregate or $28.25 per share, 70% of book value per share) and underlying value, background information on each entity submitting an interest in Maryland Bankcorp, all letters of interest or correspondence received, current merger and acquisition pricing statistics in the Mid-Atlantic region (including Maryland and Virginia) and a summary of items to address as part of any potential response. Monocacy also briefly touched upon the impact and challenges of raising capital in the current environment and the potential dilution to ownership and underlying value.

          At the end of the presentation, Monocacy suggested, if the board wished to proceed as and it resolved, that it form a Strategic Assessment Committee (“SAC”) to include not only Messrs. Watts and Daugherty but also additional Maryland Bankcorp board members and a member from the Maryland Bank & Trust board of directors. The members of the SAC, as constituted, included Messrs. Watts and Daugherty, Frank Taylor, and Edwin L. Kelly. In addition, Lawrence H. Wright, Senior Vice President and Secretary of Maryland Bankcorp and Senior Vice President and Chief Financial Officer of Maryland Bank & Trust, was included on all correspondence, as was counsel for Maryland Bankcorp.

          The board then resolved to empower Maryland Bankcorp’s management team, the SAC and Monocacy to move forward with Monocacy’s recommendations. Those resolutions included: (a) reaching out to the institution that provided the non-binding expression of interest to seek clarity of the proposal (including increasing the level of consideration proposed) and addressing all of the issues requested by the board in the confidential offering memorandum; (b) reaching out to the institutions requiring more time due to their own internal timing conflicts and determining if an acceptable timeline exists for them to remain in the process; (c) reaching out to the institutions (as specifically approved, including Old Line Bancshares) requiring more time due to the late receipt of the confidential information memorandum and determining if an acceptable timeline exists to have them remain in the process, based upon their level of interest; (d) following up on the list of institutions not participating to date in order to determine why they did not participate and if they have any remaining interest in Maryland Bankcorp; (e) providing updated financial and operational information to those institutions continuing to have interest; (f) determining a timeline to receive updated proposals after discussing the current process with the remaining interested institutions; and (g) instructing Monocacy to communicate ongoing findings to management and the SAC as needed and required.

          After the board meeting, management updated Monocacy on communications with the OCC as of April 27, 2010.

          From late April 2010 through mid-May 2010, Monocacy provided updates as requested to the SAC and asked all interested institutions for updated, non-binding expressions of interest by May 14, 2010.

          On May 3, 2010, Mr. Cornelsen, Christine M. Rush, Old Line Bancshares’ Executive Vice President, Chief Financial Officer and Secretary, Joseph E. Burnett, Executive Vice President of Old Line Bancshares, and the Special Committee met to discuss the potential opportunity of Old Line Bancshares to acquire Maryland Bankcorp/Maryland Bank & Trust. On May 6, 2010, Messrs. Cornelsen and Burnett, Ms. Rush and the Special Committee met with Danielson to discuss the merits of Old Line Bancshares acquiring Maryland Bankcorp/Maryland Bank & Trust and potential deal terms.

          On May 10, 2010, Danielson sent an initial letter of intent to Monocacy with respect to a proposed merger of Maryland Bankcorp and Maryland Bank & Trust into Old Line Bancshares and Old Line Bank, respectively.

          Monocacy received non-binding expressions of interest from two financial institutions (one of which was Old Line Bancshares) during the week of May 10, 2010. Monocacy updated management and the SAC later that week as to the preliminary terms of the proposals as well as the estimated pricing statistics and underlying values, updated background information on each institution submitting expressions of interest in Maryland Bankcorp, and updated current merger and acquisition pricing statistics in the Mid-Atlantic region (including Maryland and Virginia). In addition, Monocacy disclosed that there appeared to be another institution that desired to provide a non-binding expression of interest based upon the review of the information but that it required more time due to senior management scheduling conflicts as well as a need to present the opportunity to its full board of directors. Monocacy relayed this information to the SAC and indicated that the proposed letter would not be forthcoming until approximately mid-June. Monocacy commented to the third institution that Maryland Bankcorp was continuing to move forward with its process in place but had made no concrete decisions as to

direction and indicated that the proposed letter should be presented to Monocacy as soon as possible for appropriate review by the Maryland Bankcorp board.

          Therefore, as of May 14, 2010, the Maryland Bankcorp board of directors was in receipt of two non-binding expressions of interest (Old Line Bancshares and “Party 2”) and was expecting a third within 20 business days (“Party 3”).

          Upon review of the proposals in place, Old Line Bancshares and Party 2 had each addressed the following items: (1) valuation (proposals within 3% of each other with Party 2’s offer slightly higher in gross consideration per share); (2) exchange ratio (both expressed as variable exchange ratios, though Old Line Bancshares’ was expressed as a variable exchange ratio along with the determining variables therein based upon each institution’s book value per share, measured quarterly, through closing); (3) form of consideration (both stock and cash mixture of relatively similar proportions although Old Line Bancshares presented a non-voting, convertible preferred class of stock for Maryland Bankcorp stockholders owning more that 4% of the total pro forma company shares outstanding, with such shares convertible upon a change of control of the pro forma company in the future); (4) the potential for continuing advisory board participation (Old Line Bancshares offered a non-compete payment as described in “– Interests of Directors, Officers and Others in the Merger – Director Noncompetition Agreements”); (5) Maryland Bankcorp board invitations (Old Line Bancshares offered two positions and Party 2 offered one position); (6) employee displacement and severance (Old Line Bancshares as described in “– Terms of the Merger – Employment; Severance” and Party 2 silent as to specifics of severance, though offered); (7) contingencies (none other than normal and customary due diligence, regulatory approvals and stockholder approvals); and (8) timing to complete due diligence.

          Early during the week of May 17, 2010, Maryland Bankcorp notified Old Line Bancshares and Party 2 that it would like to move forward with their conduct of non-exclusive due diligence on Maryland Bank & Trust.

          On May 19, 2010, Old Line Bancshares sent a preliminary due diligence list to Monocacy.

          On May 20, 2010, Monocacy delivered the Old Line Bancshares and Party 2 due diligence requests and timing parameters to management and the SAC. Monocacy also discussed and clarified the proposals provided with Old Line Bancshares and Party 2.

          Monocacy worked with Maryland Bankcorp, Old Line Bancshares and Party 2 to provide as much due diligence information via secured access in order to limit direct on-site due diligence. Additionally, on-site due diligence was scheduled for June 11-13, 2010 for Old Line Bancshares and tentatively scheduled for the last week of June 2010 for Party 2. Other due diligence information passed securely through this timeframe to both institutions.

          On May 24, 2010, Old Line Bancshares officially retained Danielson as its financial advisor with respect to a potential acquisition of Maryland Bankcorp and Maryland Bank & Trust.

          On June 3, 2010, Monocacy representatives met with the two non-management members of the SAC at their request to discuss the process and challenges with respect thereto.

          On June 7, 2010, Messrs. Watts, Daugherty, Martin and Schreck met with Mr. Cornelsen, Craig E. Clark, Chairman of the Board of Old Line Bancshares, and Mr. Danielson to discuss due diligence matters, synergies, cultural fit and potential deal terms.

          On June 8, 2010, Messrs. Watts, Daugherty and Martin met with the management team of Party 2 to discuss the possible transaction and upcoming due diligence.

          On June 9, 2010, Messrs. Watts, Daugherty, Schreck and Martin met with the management team of an initial institution (now indentified as “Party 4”) now wanting to re-enter the process after eliminating its specific timing obstacles.

          On June 10, 2010, Monocacy met and discussed a transaction structure with one of the three original institutions identified (now identified as “Party 5”) early on to determine if it was still interested in Maryland Bankcorp. Though there was continued interest, the management team indicated they would contact Monocacy within 30 days to determine how Party 5 would proceed, if at all.

          From June 11 through June 13, 2010, Old Line Bancshares, along with Danielson and other consultants, conducted on-site due diligence at Maryland Bank & Trust.

          On June 17, 2010, Monocacy met with Maryland Bankcorp management, the SAC and Maryland Bankcorp’s counsel to discuss the current process, findings to date, regulatory challenges and requirements and institutions still involved in the process. Monocacy noted due diligence questions asked by Old Line Bancshares and Party 2. Also, Monocacy indicated that Party 3 would be submitting a non-binding proposal in the next couple of days.

          On June 18, 2010, Party 3 provided its non-binding proposal and Monocacy forwarded it to Maryland Bankcorp management and the SAC for review. Among other things, the proposal included a common stock component (publicly registered and traded) along with a non-voting, non-convertible, perpetual preferred stock component. Also, two positions were offered to join the board of directors of Party 3. Management, the SAC and Monocacy decided to review the offer closely and Monocacy was asked to clarify the proposal with Party 3 over the next week.

          On June 22 and 23, 2010, Old Line Bancshares conducted follow-up due diligence at Maryland Bank & Trust with respect to its loan portfolio.

          On June 22, 2010 Monocacy met with the management team of Party 2 to answer questions regarding the transaction, current due diligence information and upcoming on-site due diligence (including specific timing issues given calendar conflicts with Party 2). Also, Monocacy met with an additional institution (now identified as “Party 6”) that had signed a confidentiality agreement late in the process (June 17, 2010) to discuss the information memorandum, the process, expectations and procedures to continue. Party 6 indicated that it had a high level of interest at the “right price” and would get back to Monocacy fairly quickly. Party 6 was privately held and did not have a public currency as did Old Line Bancshares and Parties 2 through 5.

          During the week of June 21, 2010, Maryland Bankcorp management and the SAC met with Monocacy to discuss the process to date, determine exact scheduling of on-site due diligence with Party 2, and to discuss Party 3’s non-binding proposal.

          Monocacy indicated that the process was moving as expected. Monocacy noted that Party 2’s on-site due diligence would focus mostly on loan files and would occur after the July 4, 2010 holiday period (likely the week of July 12 due to scheduling conflicts and timing issues). Also, Party 3’s proposal was deemed inadequate (anywhere from 10% to 25% below where Old Line Bancshares’ and Party 2’s proposals were valued) as presented and the SAC asked Monocacy to indicate as such to Party 3, inviting them to update their proposal should they desire to do so.

          Also, Monocacy and the SAC determined to ask all participants remaining in the process to complete due diligence reviews, as scheduled, and present their best and most refined non-binding expressions of interest by July 21, 2010, in anticipation of a SAC/ Maryland Bankcorp board meeting on July 22, 2010.

          On July 9, 2010, Messrs. Cornelsen and Burnett, Ms. Rush and the Special Committee met with Danielson to discuss a revised letter of intent. Danielson presented and discussed the background on the transaction thus far, various options in structuring the deal, other key pricing considerations, non-financial considerations, the impact on Old Line Bancshares and the likely timeline for the transaction.

          On July 13, 2010, Danielson sent to Monocacy a revised letter of intent with respect to Old Line Bancshares’ proposal to acquire Maryland Bankcorp and Maryland Bank & Trust. On July 13, 2010, Danielson sent a further revised letter of intent to Monocacy based on further conversations with Monocacy.

          Between July 15 and July 30, 2010, Danielson, on behalf of Old Line Bancshares, and Monocacy, on behalf of Maryland Bankcorp, negotiated the terms of the letter of intent.

          On July 15 and 16, 2010, Monocacy received updated, non-binding expressions of interest from both Old Line Bancshares and Party 2. Both Old Line Bancshares’ and Party 2’s proposals reflected findings of due diligence to that point and presented slightly altered proposals based on findings within credit due diligence.

          At the July 22, 2010 SAC/board meeting, Monocacy presented the updated, non-binding expressions of interest received to date. Both Old Line Bancshares and Party 2 either submitted new letters or provided refinement. Party 3 declined to update their proposal. Party 4 was still reviewing its position as to whether to provide a proposal. Party 5 determined that it likely would not be submitting a proposal, though interested in Maryland Bankcorp, due to timing and market considerations. Party 6 determined not to move forward in the process at all.

          Upon review of the proposals in place, Old Line Bancshares and Party 2 had addressed the following items, respectively: (1) valuation (proposals within 6% of each other with Party 2’s offer slightly higher in gross consideration per share, though both valuation ranges incorporated potential adjustments for credit summarized below); (2) exchange ratio (both expressed as variable exchange ratios, though Old Line Bancshares’ was expressed as a variable exchange ratio along with a collar substantively identical in structure to that discussed in “– Terms of the Merger” and Party 2 provided no such detail but expected there to be a reasonable collar negotiated as part of any proposed transaction); (3) form of consideration (both stock and cash mixture of relatively similar proportions although Old Line Bancshares presented, again, a non-voting, convertible preferred class of stock for Maryland Bankcorp stockholders potentially owning more that 4% of the total pro forma company shares outstanding, with such shares convertible upon a change of control of the pro forma company in the future); (4) the potential for continuing advisory board participation (Old Line Bancshares offered non-compete payments as noted above); (5) Maryland Bankcorp board invitations (Old Line Bancshares offered two positions and Party 2 offered one position); (6) employee displacement and severance (Old Line Bancshares as noted above and Party 2 silent as to specifics of severance, though offered); (7) potential adjustments for credit deterioration beyond that expected as part of due diligence review (Old Line Bancshares addressed as substantively presented herein while Party 2 addressed credit in (a) a similar fashion as Old Line Bancshares with resulting pricing mechanics, (b) as a potential hold back and resolution of certain credit assets with resulting pricing mechanics, (c) a manner whereby members of the board or an outside entity would acquire credit assets at arm’s length with resulting pricing mechanics, or (d) a potential acquisition of Maryland Bank & Trust with certain credit assets held back as part of consideration; (8) director and officer liability insurance (Old Line Bancshares specifically addressed this issue while Party 2 did generally); and (9) contingencies (none other than normal and customary ongoing due diligence, regulatory approvals and stockholder approvals).

          In addition, Monocacy, the SAC and the Maryland Bankcorp board of directors reviewed the impact of the proposals to underlying book value, earnings and dividends. Also, a cursory review was undertaken to determine the ability of each institution to access the capital markets in the future, compared to that of Maryland Bankcorp as a standalone entity, with the resulting impact to proposed Maryland Bankcorp stockholder ownership and underlying value should the combined pro forma company choose to undertake that particular future strategy. The SAC, board of directors and Monocacy determined that Maryland Bankcorp was better off financially and operationally with either Old Line Bancshares or Party 2 versus a standalone basis and was also better off financially and operationally with either Old Line Bancshares or Party 2 even if the capital markets were accessed in the future.

          The SAC and Maryland Bankcorp board empowered Monocacy to return to both Old Line Bancshares and Party 2 in order to solidify each proposal, clarify exact language regarding employee benefits and severance as requested, obtain commitments for consulting language and duties, obtain registered common stock in lieu of non-voting, convertible stock (for Old Line Bancshares only, a standstill for shares in excess of 4%, and only impacting the holdings of Messrs. Watts and Daugherty and their affiliates) and financially improve the proposed pricing levels.

          On July 22, 2010, the Old Line Bancshares board of directors met with Messrs. Cornelsen and Burnett and Ms. Rush to discuss the potential acquisition of Maryland Bankcorp and review the current draft of the letter of intent. The board of directors then authorized Mr. Cornelsen to negotiate a final letter of intent and to make adjustments to the pricing and content of the letter of intent within certain parameters.

          During the week of July 26, 2010, Monocacy contacted Old Line Bancshares and Party 2 to accomplish what the SAC and the Maryland Bankcorp board of directors requested in order to move forward. As part of the discussion, Maryland Bankcorp requested a face to face meeting with Old Line Bancshares to clarify certain aspects of the proposal in order to move forward. Therefore, on July 28, 2010, members of Maryland Bankcorp management, Monocacy, Old Line Bancshares management and Danielson met to discuss open items as desired by the SAC and the Maryland Bankcorp board of directors. Old Line Bancshares agreed to the proposed changes presented. Party 2 declined to provide any additional changes to their proposal.

          On the evening of July 28, 2010, the SAC recommended its support for Old Line Bancshares and the Maryland Bankcorp board of directors moved to obtain a revised, non-binding expression of interest and also moved, subject to counsel and Monocacy guidance, to negotiate a definitive agreement. Monocacy was also asked to determine an appropriate date for Maryland Bankcorp to perform due diligence on Old Line Bancshares.