EXHIBIT 10.34
COMPLETION GUARANTY AGREEMENT
THIS COMPLETION GUARANTY AGREEMENT (this "Agreement") is made as of
November 3, 2005, to MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking
corporation (the "Bank"), by OLD LINE BANCSHARES, INC., a Maryland corporation
(the "Guarantor"), witnesseth:
RECITALS
The Bank has agreed to make a construction loan that may convert to a term
loan (collectively, the "Credit Facility") available to Pointer Ridge Office
Investment, LLC, a Maryland limited liability company (the "Borrower"), subject
to and in accordance with that certain Loan Agreement dated November 3, 2005
(which Loan Agreement, as the same may from time to time be amended, restated,
supplemented or otherwise modified is herein called the "Loan Agreement"), by
and between the Borrower and the Bank. The Guarantor has requested the Bank to
make the Credit Facility available to the Borrower, and the Bank has agreed to
do so, provided that, among other things, the Guarantor guarantees the
completion of the Project (hereinafter defined) as set forth herein.
NOW, THEREFORE, in order to induce the Bank to make the Credit Facility
available to the Borrower, the Guarantor agrees and covenants with the Bank as
follows:
1. RECITALS AND CERTAIN DEFINITIONS. The Guarantor acknowledges that the
above recitals are true and correct, and hereby incorporates the same by this
reference into the body of this Agreement. The term "Financing Documents" as
used herein means collectively and includes this Agreement, the Loan Agreement,
the Note (as such term is defined in the Loan Agreement), the Deed of Trust (as
such term is defined in the Loan Agreement) and any other instrument, document
or agreement both now and hereafter executed, delivered or furnished by the
Borrower or any other person evidencing, guaranteeing, securing or in connection
with, the Credit Facility. The term "Project" as used herein means the
construction of the Improvements (as such term is defined in the Loan Agreement)
on the Land (as such term is defined in the Loan Agreement) in accordance with
the Plans and Specifications (as such term is defined in the Loan Agreement).
The term "Borrower's Obligations" means all present and future debts,
obligations and liabilities of the Borrower to the Bank arising pursuant to,
and/or on account of, the provisions of the Loan Agreement, the Note and any of
the other Financing Documents, including, without limitation, the obligation (a)
to pay all principal, interest, late charges and prepayment premiums (if any)
due at any time under the Note; (b) to pay all expenses, indemnification
payments and other sums due at any time under the Deed of Trust, together with
interest thereon as provided in the Note; and (c) to perform, observe and comply
with all of the terms, covenants and conditions, expressed or implied, which the
Borrower is required to perform, observe or comply with pursuant to the terms of
the Loan Agreement, the Deed of Trust or any of the other Financing Documents.
2. GUARANTY. If the Borrower:
(a) fails to complete the Improvements on the Land free of liens except
those permitted by any of the Financing Documents and by the Completion Date (as
such term is defined in the Loan Agreement) in accordance with the Plans and
Specifications with only such amendments thereto as shall be approved by the
Bank, and in accordance in all material respects with all material laws, rules,
regulations and requirements of all governmental authorities having
jurisdiction, or
(b) fails to keep the Property (as such term is defined in the Loan
Agreement) free from all liens and claims which may be filed or made for
performing work and labor thereon or furnishing materials therefor in connection
with the construction thereof, or both, except to the extent any of the same are
permitted by any of the Financing Documents, then the Guarantor hereby
unconditionally, irrevocably, jointly and severally guarantees to the Bank that
the Guarantor shall, provided that sums under the Loan Agreement are thereafter
advanced by the Bank in the manner therein provided:
(1) cause the Improvements to be completed free and clear of liens
except those permitted by any of the Financing Documents in the manner and
within the period of time required by the Loan Agreement, in accordance with the
Plans and Specifications, amended only as aforesaid, and in accordance in all
material respects with all material laws, rules, regulations and requirements of
all governmental authorities having jurisdiction,
(2) cause any such liens to be removed and thereafter keep the
Property free from all such liens,
(3) make payment in full to all laborers, subcontractors and
materialmen on or before the Completion Date for the costs of the Improvements,
and
(4) pay all costs and expenses incurred in completing the activities
set forth in above subparts (1), (2) and (3) when due, and/or pay to or
reimburse the Bank for all reasonable out of pocket expenses incurred or to be
incurred by the Bank in completing the activities set forth above in subparts
(1), (2) and (3) in accordance with the terms of the Loan Agreement (such costs
and expenses and other sums being herein collectively called the "Guarantor's
Monetary Obligations"), provided that, notwithstanding anything herein to the
contrary, the Guarantor's liability for the Guarantor's Monetary Obligation
hereunder shall be limited to an amount not to exceed fifty percent (50%) of the
aggregate Guarantor's Monetary Obligations (Guarantor's Limited Obligations).
The Guarantor's obligations to comply with subparts (1), and (2) and (3)
are herein collectively called the "Guarantor's Non-Monetary Obligations, and
collectively, the Guarantor's Non-Monetary Obligations," and the Guarantor's
Monetary Obligations are herein collectively called the "Guarantor's
Obligations."
3. ABSOLUTE GUARANTY, ETC. The guaranty of the Guarantor's Limited
Obligations under this Agreement is a guaranty of payment and not of collection.
The Guarantor's
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Obligations shall remain in full force and effect until all of the Guarantor's
Non-Monetary Obligations are fully completed, and the Guarantor's Limited
Obligations are indefeasibly paid in full. Once all of Guarantor's Limited
Obligations have been indefeasibly paid in full, and Guarantor's Non-Monetary
Obligations are fully completed, then Guarantor's Obligations shall be deemed to
be fully satisfied, and this Agreement, without any further action by the Bank,
shall be deemed terminated, and Guarantor shall have no further liability
hereunder. The obligations and liabilities of the Guarantor under this Agreement
are the primary, direct and immediate obligations of the Guarantor and shall in
no way be affected, limited, impaired, modified or released by, subject to or
conditioned upon, and may be enforced against the Guarantor irrespective of (a)
any attempt, pursuit, enforcement or exhaustion of any rights and remedies the
Bank may at any time have to collect any or all of the Borrower's Obligations,
whether pursuant to any of the Financing Documents or otherwise, from the
Borrower, from any other maker, endorser, surety or guarantor of, or pledgor of
collateral and security for, all or any part of the Borrower's Obligations (each
such other maker, endorser, surety, guarantor or pledgor an "Obligor" and
collectively, the "Obligors"), and/or by any resort or recourse to or against
any collateral and security for all or any part of the Borrower's Obligations,
(b) the invalidity, irregularity, lack of priority or unenforceability in whole
or in part of any or all of the Financing Documents, (c) any counter-claim,
recoupment, setoff, reduction or defense based on any claim the Guarantor may
now or hereafter have against the Bank, the Borrower or any Obligor, (d) the
voluntary or involuntary liquidation, dissolution, termination, merger, sale or
other disposition of the Borrower or any of the Borrower's assets and
properties, (e) any bankruptcy, reorganization, insolvency or similar
proceedings for the relief of debtors under any federal or state law by or
against the Borrower or any Obligor, or, any discharge, limitation, modification
or release of liability of the Borrower or any Obligor by virtue of any such
proceedings, (f) any event, circumstance or matter to which the Guarantor has
consented pursuant to the provisions of paragraph 4 hereof, and (g) any other
event or circumstance which might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety, whether similar or
dissimilar to the foregoing.
4. CONSENTS, ETC. Without notice to, or further consent of, the Guarantor,
except as otherwise provided in any of the Financing Documents, the Guarantor
hereby consents that the Bank may at any time and from time to time on one or
more occasions (a) renew, extend, accelerate, subordinate, change the time or
manner of payment or performance of, or otherwise deal with in any manner
satisfactory to the Bank any of the terms and provisions of, all or any part of
the Borrower's Obligations, (b) waive, excuse, release, change, amend, modify or
otherwise deal with in any manner satisfactory to the Bank any of the provisions
of any of the Financing Documents, (c) release the Borrower or any or all of the
Obligors, (d) waive, omit or delay the exercise of any of its powers, rights and
remedies against the Borrower or all or any of the Obligors or any collateral
and security for all or any part of the Borrower's Obligations, (e) release,
substitute, subordinate, add, fail to maintain, preserve or perfect any of its
liens on, security interests in or rights to, or otherwise deal with in any
manner satisfactory to the Bank, any collateral and security for all or any part
of the Borrower's Obligations, (f) apply any payments of all or any of the
Borrower's Obligations received from the Borrower, the Guarantor, any Obligor or
any other party or source whatsoever to the Borrower's Obligations in such order
and manner as the Bank in its sole and absolute discretion may determine, or (g)
take or omit to take any other action, whether similar or dissimilar to the
foregoing which may or might in any
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manner or to any extent vary the risk of the Guarantor or otherwise operate as a
legal or equitable discharge, release or defense of the Guarantor under
applicable laws.
5. WAIVERS. The Guarantor hereby waives (a) notice of the execution and
delivery of any of the Financing Documents, (b) notice of the creation of any of
the Borrower's Obligations, (c) notice of the Bank's acceptance of and reliance
on this Agreement, (d) presentment and demand for payment of the Borrower's
Obligations and notice of non-payment and protest of non-payment of the
Borrower's Obligations, (e) any notice from the Bank of the financial condition
of the Borrower regardless of the Bank's knowledge thereof, (f) demand for
observance, performance or enforcement of, or notice of default under, any of
the provisions of this Agreement or any of the Financing Documents, and all
other demands and notices otherwise required by law which the Guarantor may
lawfully waive, except for any notice expressly provided for herein or in any of
the Financing Documents, (g) any right or claim to cause a marshalling of the
assets of the Borrower or any Obligor, (h) any defense at law or in equity based
on the adequacy or value of the consideration for this Agreement, (i) any right
or claim the Guarantor may now or hereafter have against the Borrower or any
Obligor arising by way of subrogation, reimbursement, indemnity, contribution,
exoneration or otherwise arising from or in connection with any payment the
Guarantor may ever make to or for the benefit of the Bank pursuant to this
Agreement and (j) all defenses and discharges based on suretyship.
6. CHANGES. The Guarantor hereby agrees that the Plans and Specifications,
the schedule of advances, and any other terms, covenants and conditions
contained in the Loan Agreement, the construction contract with any contractor
or any of the Financing Documents may be altered, extended, changed, modified or
released by the Borrower, with the approval of the Bank, and without notice to
or the consent of the Guarantor, without in any manner affecting the obligations
of the Guarantor under this Agreement or releasing the Guarantor therefrom. The
Guarantor specifically acknowledges and agrees that change orders approved by
the Borrower shall in no manner release the Guarantor from the obligations
evidenced by this Agreement.
7. REPRESENTATIONS AND WARRANTIES. The Guarantor represents and warrants
to the Bank that (a) the Guarantor is duly organized, existing and in good
standing; (b) the Guarantor has the full power and authority to execute, deliver
and perform this Agreement and the other Financing Documents to which the
Guarantor is a party; (c) neither such execution, delivery and performance, nor
compliance by the Guarantor with the provisions of this Agreement and of the
other Financing Documents to which the Guarantor is a party will conflict in any
material respect with or result in a material breach or violation of the
Guarantor's articles of incorporation or by-laws, or any judgment, order,
regulation, ruling or law to which the Guarantor is subject or any contract or
agreement to which the Guarantor is a party or to which any of the Guarantor's
assets and properties are subject, or constitute a material default thereunder;
(d) the execution, delivery and performance of this Agreement and all other
Financing Documents to which the Guarantor is a party constitute the legal,
valid and binding obligations of the Guarantor enforceable in accordance with
their terms except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally except to
the extent that the enforcement of remedies hereunder may be limited under
applicable bankruptcy and insolvency laws, and the equitable discretion of any
court of competent jurisdiction; (e) there is no statute, law, or regulation
applicable or binding on the Guarantor which would prohibit, conflict in any
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material respect or prevent the execution, delivery and performance of this
Agreement by the Guarantor; (f) the Guarantor has or has had an opportunity to
examine the Financing Documents existing on the date hereof; (g) the Bank's
action in making the Credit Facility available to the Borrower will directly or
indirectly result in financial benefits to the Guarantor; (h) the financial
statements of the Guarantor heretofore delivered to the Bank fairly present the
financial position of the Guarantor as of such date, and no adverse change has
occurred in the financial position of the Guarantor since such date; (i) the
Guarantor is solvent, and following payment of the Guarantor's Limited
Obligations, by the Guarantor, the Guarantor would remain solvent; and (j) no
information, exhibit, report, statement, certificate or document furnished by
the Guarantor or (to the knowledge of the Guarantor) any other person to the
Bank in connection with the Credit Facility, this Agreement or the other
Financing Documents or the negotiation thereof contains any material
misstatement of fact or omitted to state a material fact or any fact necessary
to make the statements contained herein or therein not misleading.
8. COVENANTS. The Guarantor covenants and agrees with the Bank that so
long as (1) any of the Guarantor's Obligations shall be outstanding, and/or (2)
all commitments of the Bank to make loans to the Borrower is terminated or
expired under the terms of the Loan Agreement: (a) the Guarantor shall maintain
at all times a system of accounting established and administered in accordance
with sound business practices, and will deliver, or cause to be delivered, to
the Bank (i) as soon as available but in no event more than ninety (90) days
after the end of each fiscal year of the Guarantor, the consolidated balance
sheet of the Guarantor as of the end of such period and the related statements
of income, retained earnings and cash flows for such period audited by an
independent certified public accountant and in form and content satisfactory to
the Bank, and (ii) as soon as available, but in no event more than forty-five
(45) days after the end of each fiscal quarter of the Guarantor, the
consolidated balance sheet of the Guarantor as of the end of such period and the
related statements of income, and retained earnings for such period certified by
the chief financial officer of the Guarantor; (b) the Guarantor shall not,
directly or indirectly without the prior written consent of the Bank, sell,
lease or otherwise dispose of, in one transaction or a series of transactions,
all or any substantial part of its business, assets or properties, outside of
the ordinary course of business or take any action to liquidate, dissolve or
wind up itself or its business; (c) all past, present and future indebtedness of
the Borrower to the Guarantor of any nature whatsoever is hereby made
subordinate and subject in right of payment to the prior payment in full of the
Guarantor's Limited Obligations, and the Guarantor will not accept any payment
of such indebtedness without the prior written consent of the Bank; provided,
however, that for so long as there is no Default hereunder, Guarantor may
receive, and Borrower may pay, but not prepay, principal and/or interest or
other scheduled installment payments of such indebtedness; (d) the Guarantor
shall do and cause to be done all things necessary to maintain and keep in full
force and effect (i) its corporate existence in good standing in each
jurisdiction in which it conducts business, and (ii) any and all licenses and
permits, which are necessary to the conduct of the business of the Guarantor; in
each case, the failure of which would have a material adverse effect on the
business, operations or financial condition of the Guarantor; (e) comply with
all laws, rules, regulations and decrees to which the Guarantor may be subject,
a violation of which would have a material adverse effect on the business,
operations or financial condition of the Guarantor; and (f) promptly give
written notice to the Bank of the occurrence of any Default (hereinafter
defined) or any event, development or circumstance which likely to cause
materially adversely
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effect the business, operations, properties or financial condition of the
Guarantor and/or the Borrower.
9. DEFAULT. The occurrence of any one or more of the following events
shall constitute a default under the provisions of this Agreement, and the term
"Default" as used in this Agreement shall mean the occurrence of any one or more
of the following events: (a) the failure of the Guarantor to promptly pay or
perform all or any part of the obligations to be paid or performed by the
Guarantor under the provisions of paragraph 2 of this Agreement within ten (10)
days after written notice thereof from the Bank; (b) any representation or
warranty made herein or any financial statement or other information furnished
by the Guarantor pursuant hereto shall prove to be false or misleading in any
material respect on the date as of which made or furnished; (c) the failure of
the Guarantor to observe, perform and comply with any of the covenants set forth
herein within thirty (30) days after written notice thereof from the Bank; (d)
the occurrence of a an Event of Default (as defined in the Deed of Trust) or a
Default (as defined in the Loan Agreement); (e) the default in any payment of
any indebtedness owing by the Guarantor to the Bank (other than the Guarantor's
Limited Obligations) or to any other person having an aggregate amount greater
than $500,000, beyond the period of grace, if any, provided in the instrument or
agreement under which such indebtedness was created and which results in
acceleration, or default in the observance or performance of any other agreement
or condition relating to any such indebtedness, or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall
occur, the effect of which default or other event is to cause or to permit the
holder or holders of such indebtedness or beneficiary or beneficiaries of such
indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice, if required,
such indebtedness to become due prior to its stated maturity; (f) the
commencement or filing of any proceedings by or against the Guarantor or any of
the Guarantor's assets or properties under the provisions of any bankruptcy,
reorganization, arrangement, insolvency, receivership, liquidation or similar
law for the relief of debtors, and, except with respect to any such proceedings
instituted by the Guarantor, are not discharged within sixty (60) days of their
commencement; or (g) if the Guarantor shall liquidate, dissolve or terminate its
existence; or (h) the occurrence of any change in the financial condition of the
Guarantor which in the good faith judgment of the Bank is materially adverse.
10. RIGHTS AND REMEDIES. Upon the occurrence of a Default under the
provisions of this Agreement, an amount equal to the total of the Guarantor's
Limited Obligations then outstanding (whether matured or unmatured and
regardless of whether any portion of Borrower's Obligations are then due and
payable by the Borrower or any Obligor) shall immediately and automatically be
due and payable by the Guarantor to the Bank without further action by, or
notice of any kind from, the Bank unless expressly provided for herein, and the
Bank may at any time and from time to time thereafter exercise any powers,
rights and remedies available to the Bank under the provisions of this
Agreement, and applicable laws to enforce and collect the obligations and
liabilities of the Guarantor hereunder, all such powers, rights and remedies
being cumulative and enforceable alternatively, successively or concurrently.
The Guarantor shall pay to the Bank on demand the amount of any and all costs
and expenses, including, without limitation, court costs and attorneys' fees and
expenses, paid or incurred by or on behalf of the Bank in exercising any such
powers, rights and remedies, together with interest thereon from the
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date due until paid in full. Each and every Default hereunder shall give rise to
a separate cause of action hereunder, and separate actions may be brought
hereunder as each cause of action arises. No failure or delay by the Bank in one
or more instances to require strict performance by the Guarantor of any of the
provisions hereof or to exercise any powers, rights or remedies available to it
under the provisions of this Agreement, or pursuant to applicable laws shall
operate as a waiver thereof or preclude the Bank at any later time or times from
demanding strict performance thereof or exercising any such powers, rights or
remedies. In connection therewith, the Guarantor hereby releases, to the extent
permitted by applicable laws, all errors and all rights of exemption, appeal,
stay of execution, inquisition, and other rights to which the Guarantor may
otherwise be entitled under the applicable laws now in force and which may
hereafter be enacted, including, without limitation, those of the United States
of America. The authority and power to appear for and enter judgment against the
Guarantor shall not be exhausted by one or more exercises thereof or by any
imperfect exercise thereof and shall not be extinguished by any judgment entered
pursuant thereto. Such authority may be exercised on one or more occasions or
from time to time in the same or different jurisdictions as often as the Bank
shall deem necessary and desirable, for all of which this Agreement shall be a
sufficient warrant. Upon the occurrence of a Default hereunder, the Bank may at
any time and from time to time thereafter, without notice to the Guarantor,
set-off, hold, segregate, appropriate and apply at any time and from time to
time thereafter all such indebtedness, deposits, credits, balances (whether
provisional or final and whether or not collected or available), monies,
securities and other property toward the payment of all or any part of the
Guarantor's Limited Obligations in such order and manner as the Bank in its sole
discretion may determine and whether or not the Guarantor's Limited Obligations
or any part thereof shall then be due or demand for payment thereof made by the
Bank.
11. CONTINUING AGREEMENT. This Agreement shall be a continuing one and
shall be binding upon the Guarantor regardless of how long before or after the
date hereof any of the Borrower's Obligations were or are incurred, and all
representations, warranties, covenants, undertakings, obligations, consents,
waivers and agreements of the Guarantor herein shall survive the date of this
Agreement and shall continue in full force and effect until all Guarantor's
Limited Obligations have been indefeasibly paid in full and no commitment of the
Bank to make loans to the Borrower under the Loan Agreement shall remain
outstanding. This Agreement shall continue to be effective, or be reinstated, as
the case may be, if at any time any payment, or any part thereof, of any of the
Borrower's Obligations or of any of the obligations and liabilities of the
Guarantor hereunder is rescinded or must otherwise be restored or returned by
the Bank upon the insolvency, bankruptcy, receivership, dissolution, liquidation
or reorganization of the Borrower or the Guarantor or any Obligor, or upon or as
a result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or the Guarantor or any Obligor or
any substantial part of the property of the Borrower or the Guarantor or any
Obligor, or otherwise, all as though such payment had not been made and
irrespective of whether such payment is returned to the party who originally
made it or to some other party.
12. NOTICES. Any notice, request, demand or other communication with
respect to this Agreement shall be deemed sufficient if in writing and
dispatched by courier to the address for each respective party hereto set forth
on Exhibit A, attached hereto and made part hereof by this reference.
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13. MISCELLANEOUS. The Guarantor agrees that this Agreement may be
enforced by the Bank without the necessity at any time of resorting to or
exhausting any other security or collateral and without the necessity at any
time of having recourse to the Note or the Property through foreclosure
proceedings or otherwise. The Guarantors further agree that nothing herein
contained shall prevent the Bank from suing on the Note or foreclosing the Deed
of Trust or from exercising any other right available to it under any of the
Financing Documents, and the exercise of any of the aforementioned rights shall
not constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Agreement be
released therefrom upon payment of all sums due hereunder and completion of the
Improvements in accordance with the Loan Agreement, this Agreement and the other
Financing Agreement. Upon the Borrower's satisfaction of the conditions
precedent to conversion to the Permanent Loan under Section 2.14. of the Loan
Agreement, the Guarantor shall be released from its obligations under this
Agreement. No conduct, custom or course of dealing shall be effective to waive,
amend, modify or release this Agreement. No amendment, modification or waiver of
any of the provisions of this Agreement shall be effective unless it is in
writing and signed by the Bank, and any such waiver shall be effective only in
the specific instance and for the specific purpose for which it is given. All
amounts payable by the Guarantor hereunder to the Bank shall be paid in lawful
money of the United States of America in good funds at the Bank's address set
forth herein for the purpose of giving notice or to such other place as the Bank
may from time to time designate. The Bank may, without notice to or consent of
the Guarantor, assign or transfer all or any part of the Bank's rights
hereunder, and this Agreement will inure to the benefit of the Bank's assignee
or transferee; provided, that the Bank shall continue to have the unimpaired
right to enforce this Agreement as to that part of the Bank's rights the Bank
has not assigned or transferred. The invalidity, illegality or unenforceability
of any provision of this Agreement shall not affect the validity, legality or
enforceability of any other provisions of this Agreement which shall remain
effective. This Agreement and the rights and obligations of the parties
hereunder shall be construed and interpreted in accordance with the laws of the
State of Maryland, both in interpretation and performance. Time is of the
essence in connection with all obligations of the Guarantor hereunder. This
Agreement shall be binding upon the Guarantor and the Guarantor's successors and
assigns and shall inure to the benefit of and be binding upon the Bank and its
successors and assigns. THE GUARANTOR BY THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE BANK BY ITS ACCEPTANCE OF THIS AGREEMENT, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY ACTIONS,
PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING UNDER, OR IN CONNECTION
WITH THE GUARANTOR'S OBLIGATIONS, THIS AGREEMENT OR ANY OF THE OTHER FINANCING
DOCUMENTS.
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SIGNATURE PAGE FOR GUARANTY AGREEMENT
IN WITNESS WHEREOF, the Guarantor has executed and delivered this
Agreement under the Guarantor's seal as of the date first written above.
WITNESS\ATTEST: OLD LINE BANCSHARES, INC.
/s/ Xxxxxxx X. Xxx By: /s/ Xxxxx X. Xxxxxxxxx (Seal)
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Xxxxxxx X. Xxx Xxxxx X. Xxxxxxxxx, President
-------------- ----------------------------
Name Name Title
State of Maryland
County of Prince George's
On this 3 day of November, 2005, before me, the undersigned officer
personally appeared Xxxxx X. Xxxxxxxxx, and he, as President of Old Line
Bancshares, Inc., being authorized so to do, executed the foregoing instrument
for the purposes therein contained, by signing the name of the corporation by
himself as President.
In witness whereof I hereunto set my hand and official seal.
Seal /s/ Xxxxxxx X. Xxx, Notary Public
-------------------
Name: Xxxxxxx X. Xxx
My commission expires
