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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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£
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
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Maryland
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20-0154352
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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1525 Pointer Ridge Place
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20716
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Bowie, Maryland
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(Zip Code)
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(Address of principal executive offices)
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Common stock, par value $0.01 per share
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Name of exchange on which registered
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(Title of each class)
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The NASDQ Stock Market LLC
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller Reporting Company þ
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Exhibit No.
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Description of Exhibits
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2.1(V)
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Agreement and Plan of Merger by and between Old Line Bancshares, Inc. and Maryland Bankcorp, Inc., dated as of September 1, 2010, and Amendment No. 1 thereto
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3.1(A)
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Articles of Amendment and Restatement of Old Line Bancshares, Inc.
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3.1.1(L)
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Articles of Amendment of Old Line Bancshares, Inc.
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3.1.2(L)
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Articles of Amendment of Old Line Bancshares, Inc.
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3.1.3(T)
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Old Line Bancshares, Inc. Articles Supplementary Fixed Rate Cumulative Preferred Stock, Series A.
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3.2(A)
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Amended and Restated Bylaws of Old Line Bancshares, Inc.
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3.2.1 (W)
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Amendment to Amended and Restate Bylaws
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4(A)
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Specimen Stock Certificate for Old Line Bancshares, Inc.
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10.1*
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Amended and Restated Executive Employment Agreement between Old Line Bank and James W. Cornelsen dated January 28, 2011
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10.2(K)
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Salary Continuation Agreement dated January 3, 2006 between Old Line Bank and James W. Cornelsen
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10.3(O)
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First Amendment dated December 31, 2007 to the Salary Continuation Agreement between Old Line Bank and James W. Cornelsen
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10.4(K)
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Supplemental Life Insurance Agreement dated January 3, 2006 between Old Line Bank and James W. Cornelsen
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10.5(O)
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First Amendment dated December 31, 2007 to the Supplemental Life Insurance Agreement between Old Line Bank and James W. Cornelsen
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10.6*
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Amended and Restated Executive Employment Agreement dated January 28, 2011 between Old Line Bank and Joseph Burnett
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10.7(K)
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Salary Continuation Agreement dated January 3, 2006 between Old Line Bank and Joseph Burnett
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10.8(O)
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First Amendment dated December 31, 2007 to the Salary Continuation Agreement between Old Line Bank and Joseph Burnett
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10.9(K)
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Supplemental Life Insurance Agreement dated January 3, 2006 between Old Line Bank and Joseph Burnett
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10.10(O)
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First Amendment dated December 31, 2007 to the Supplemental Life Insurance Agreement between Old Line Bank and Joseph Burnett
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10.11*
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Amended and Restated Executive Employment Agreement dated January 28, 2011
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10.12(K)
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Salary Continuation Agreement dated January 3, 2006 between Old Line Bank and Christine M. Rush
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10.13(O)
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First Amendment dated December 31, 2007 to the Salary Continuation Agreement between Old Line Bank and Christine Rush
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10.14(K)
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Supplemental Life Insurance Agreement dated January 3, 2006 between Old Line Bank and Christine M. Rush
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10.15(O)
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First Amendment dated December 31, 2007 to the Supplemental Life Insurance Agreement between Old Line Bank and Christine Rush
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10.16(B)
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2001 Stock Option Plan, as amended
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10.17(B)
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Form of Incentive Stock Option Agreement for 2001 Stock Option Plan
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10.18(B)
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Form of Non-Qualified Stock Option Agreement for 2001 Stock Option Plan
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10.22(E)
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2004 Equity Incentive Plan
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10.23(G)
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Form of Incentive Stock Option Agreement for 2004 Equity Incentive Plan
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10.23.1(X)
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Form of Nonqualified Stock Option Agreement for 2004 Equity Incentive Plan
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10.23.2(U)
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Form of Restricted Stock Agreement for the 2004 Equity Incentive Plan
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10.24(G)
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Old Line Bancshares, Inc. and Old Line Bank Director Compensation Policy
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10.25(D)
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Lease Agreement dated April 29, 1999 between Live Oak Limited Partnership and Old Line National Bank
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10.26(D)
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Commercial Lease Agreement dated February 14, 2002 between Adams and Company Commercial Brokers, Inc. and Old Line National Bank
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10.27(F)
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Commercial Lease Agreement dated July 7, 2004 by and between Ridgely I, LLC and Old Line Bank
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10.28(F)
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Operating Agreement for Pointer Ridge Office Investment, LLC among J. Webb Group, Inc., Michael M. Webb, Lucente Enterprises, Inc., Chesapeake Custom Homes, L.L.C. and Old Line Bancshares, Inc., all as Members and Chesapeake Pointer Ridge Manager, LLC
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10.29(H)
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AIA Construction Agreement dated April 14, 2005 between Pointer Ridge Office Investment, LLC and Waverly Construction & Management Company Inc.
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10.30(H)
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Incentive Plan Model and Stock Option Model
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10.31(I)
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Deed of Lease dated as of July 28, 2005 between Baltimore Boulevard Associates Limited Partnership and Old Line Bank
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10.32(M)
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First Amendment to Deed of Lease dated as of February 7, 2008 by and between Baltimore Boulevard Associated Limited Partnership and Old Line Bank
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10.33(N)
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Deed of Trust note dated November 3, 2005 between Pointer Ridge Office Investment, LLC and Manufacturers and Traders Trust Company
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10.34(N)
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Completion Guaranty Agreement dated November 3, 2005 between Pointer Ridge Office Investment, LLC and Manufacturers and Traders Trust Company
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10.35(J)
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Amendment of Lease Agreement dated June 5, 2006 between Ridgley I, LLC and Old Line Bank to the lease entered into July 7, 2004.
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10.36(L)
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Lease Agreement dated June 6, 2006 by and between Pointer Ridge Office Investment, LLC and Old Line Bank (1st Floor 1525 Pointer Ridge Place, Bowie, Md.).
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10.37(L)
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Lease Agreement dated June 6, 2006 by and between Pointer Ridge Office Investment, LLC and Old Line Bank (3rd Floor 1525 Pointer Ridge Place, Bowie, Md.).
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10.38(L)
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Lease Agreement dated June 6, 2006 by and between Pointer Ridge Office Investment, LLC and Old Line Bank (4th Floor 1525 Pointer Ridge Place, Bowie, Md.).
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10.39(L)
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Indemnity Agreement between Old Line Bancshares, Inc. and Prudential Mortgage Capital Company, LLC dated August 25, 2006.
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10.40(P)
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Lease Agreement dated December 29, 2006 between Old Line Bank and Eleventh Springhill Lake Associates, LLC
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10.41(R)
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Lease Agreement by and between Old Line Bank and AF Limited Partnership dated May 31, 2008
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10.42(S)
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Agreement Of Purchase And Sale Of Membership Interests by and between Chesapeake Custom Homes, L.L.C. and Old Line Bancshares, Inc. dated as of November 1, 2008
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10.43(S)
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Third Amendment To Operating Agreement For Pointer Ridge Office Investment, LLC by and between Old Line Bancshares, Inc. J. Webb, Inc., Michael M. Webb Revocable Trust, and Lucente Enterprises, Inc. dated as of November 1, 2008
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10.44(S)
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Assignment of Membership Interest by and between Chesapeake Custom Homes, L.L.C. and Old Line Bancshares, Inc. dated as of November 1, 2008
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10.45(Y)
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Agreement of Lease by and Between Millbank Partners-Riva Limited Partnership and Old Line Bank dated January 3, 2011
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10.46(Z)
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Old Line Bancshares, Inc. 2010 Equity Incentive Plan
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10.47(Z)
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Form of Restricted Stock Agreement under 2010 Equity Incentive Plan
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10.48(Z)
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Form of Non-Qualified Stock Option Grant Agreement under 2010 Equity Incentive Plan
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10.49(Z)
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Form of Incentive Stock Option Grant Agreement under 2010 Equity Incentive Plan
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10.50*
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Employment Agreement dated January 28, 2011 between Old Line Bank and Sandra F. Burnett
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10.51*
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Salary Continuation Plan Agreement between Old Line Bank and Sandra F. Burnett
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21(A)
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Subsidiaries of Registrant
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23.1*
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Consent of Rowles & Company, LLP
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31.1
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31.2
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32*
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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99.1(A)
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Agreement and Plan of Reorganization between Old Line Bank and Old Line Bancshares, Inc., including form of Articles of Share Exchange attached as Exhibit A thereto
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99.2*
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Certification of Principal Executive Officer under Treasury’s Capital Purchase Program under the Troubled Asset Relief Program Pursuant to 31 C.F.R. § 30.15
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99.3*
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Certification of Principal Financial Officer under Treasury’s Capital Purchase Program under the Troubled Asset Relief Program Pursuant to 31 C.F.R. § 30.15
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Old Line Bancshares, Inc.
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Date: April 4, 2011
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By:
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/s/ James W. Cornelsen
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James W. Cornelsen, President
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(Principal Executive Officer)
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