ex10-43.htm


    Exhibit
10.43

    THIRD
AMENDMENT

    TO

    OPERATING
AGREEMENT

    FOR

    POINTER
RIDGE OFFICE INVESTMENT, LLC

    


    


    THIS THIRD AMENDMENT TO OPERATING
AGREEMENT FOR POINTER RIDGE OFFICE INVESTMENT, LLC, a Maryland limited liability
company is intended to be made and effective for all purposes and in all
respects as of this 1 day of November, 2008, by and between J. WEBB, INC., a Virginia corporation, MICHAEL M.
WEBB REVOCABLE TRUST dated December 21, 1989, LUCENTE ENTERPRISES, INC., a Maryland
corporation, and OLD
LINE BANCSHARES, INC., a Maryland corporation, all as
Members.

    


    Explanatory
Statement

    


    A.           Pointer
Ridge Office Investment, LLC, is a Maryland limited liability company (the
"LLC"), having been
formed pursuant to Articles of Organization dated July 15, 2004 and filed with
the Maryland State Department of Assessments and Taxation on July 19, 2004, as
amended.

    


    B.           The
LLC is now operated pursuant to an Operating Agreement dated July 22, 2004, as
amended by a First Amendment to Operating Agreement dated November 2, 2005, and
as further amended by that certain Second Amendment to Operating Agreement dated
July 20, 2006 (collectively the "Operating
Agreement").

    


    C.           The
Members desire to acknowledge and confirm the membership of the LLC, change the
Manager of the LLC, confirm various exhibits to the Operating Agreement, as well
as confirm other ministerial changes, as provided herein.

    


    NOW THEREFORE, in
consideration of the foregoing, the provisions of this Explanatory Statement
(which Explanatory Statement shall be considered a substantive part of this
Agreement) the Members hereby agree that the Operating Agreement of the LLC is
hereby amended as follows:

    


    1.           In
Section 2 of the Operating Agreement entitled "Definitions", the definition for
"Cheseapeake" and "Manager" shall be deleted in its
entirety and replaced as follows:

     

    
      
        
        

      

      
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    Manager:  Lucente
Enterprises, Inc., a Maryland corporation.

    


    2.           Any
and all references to "Managing Member" shall refer to the Manager, Lucente
Enterprises, Inc.

     

    3.           In
Section 1.02 of the Operating Agreement entitled "Place of Business", the
principal business office of the Company in the State of Maryland shall be 1525
Pointer Ridge Place, Suite 301, Bowie, Maryland 20716.

    


    4.           In
Section 1.03 of the Operating Agreement entitled "Registered Office and Agent",
the Resident Agent shall continue to be Greg Wilby, but the Resident Agent
address shall be at 1525 Pointer Ridge Place, Suite 301, Bowie, Maryland
20716.

    


    5.           The
Operating Agreement is erroneously missing Exhibit 4 (Description of Real
Property).  Exhibit 4 attached hereto is adopted and incorporated as
Exhibit 4 to the Operating Agreement.

    


    6.           The
Operating Agreement is erroneously missing Exhibit 5
(Budget).  Exhibit 5 attached hereto is adopted and incorporated as
Exhibit 5 to the Operating Agreement.

    


    7.           In
accordance with Section 9.03 of the Operating Agreement and by virtue of a
Transfer of Limited Liability Company Interest dated December 10, 2007 by and
between Michael M. Webb, individually ("Webb") and Michael M. Webb,
Trustee of the Michael M. Webb Revocable Trust Agreement ("Webb Revocable Trust"), the
List of Members attached to the Operating Agreement as Exhibit 1 is no longer
accurate.

    


    8.           In
accordance with Section 9.07 of the Operating Agreement and by virtue of an
Agreement for Purchase and Sale of Member Interests dated November 1, 2008 by
and between CHESAPEAKE CUSTOM
HOMES, L.L.C., a Maryland limited liability company ("Chesapeake") and OLD LINE BANCSHARES, INC., a Maryland
corporation ("Old
Line"), as well as an Assignment of Membership Interests dated November
1, 2008, the List of Members attached to the Operating Agreement as Exhibit 1 is
no longer accurate.

    


    9.           Based
upon the aforementioned transfers, Exhibit 1 as attached to the Operating
Agreement is hereby deleted in its entirety and replaced by Exhibit 1 attached
hereto and incorporated herein.

    


    10.           By
its execution hereof, the Webb Revocable Trust, as Transferee of the Membership
Interest of Webb, does hereby agree to be 

     

    
      
        
        

      

      
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    bound by
and observe and perform all of the duties and obligations of the Members in the
Company.  Moreover, by execution below, the Webb Revocable Trust
hereby confirms that it is acquiring the Membership Interest of Webb for
investment and not resale.

    


    11.           By
his execution hereof, Webb, as Transferor of its Membership Interest to the Webb
Revocable Trust, hereby confirms its transfer of membership to the Webb
Revocable Trust and that it has no further interest as a Member or in any
capital account or other asset associated with the Company.

    


    12.           By
its execution below, all Members of the Company, Lucente Enterprises as Manager,
as well as Webb as Transferor and the Webb Revocable Trust as Transferee, have
approved the transfer of Webb's Membership Interest to the Webb Revocable Trust
and hereby confirm that it is a "Permitted Transfer" in accordance with Section
9.03 of the Operating Agreement.

    


    13.           By
its execution hereof, Old Line, as Transferee of the Membership Interest of
Chesapeake, does hereby agree to be bound by and observe and perform all of the
duties and obligations of the Members in the Company.  Moreover, by
execution below, Old Line hereby confirms that it is acquiring the Membership
Interest of Chesapeake for investment and not resale.

    


    14.           By
his execution hereof, Chesapeake, as Transferor of its Membership Interest to
Old Line, hereby confirms its transfer of membership to Old Line and that it has
no further interest as a Member or in any capital account or other asset
associated with the Company.

    


    15.           By
its execution below, all Members of the Company, Lucente Enterprises as Manager,
as well as Chesapeake as Transferor and Old Line as Transferee, have approved
the transfer of Chesapeake's Membership Interest to Old Line and hereby waive
all of the requirements in Section 9.07 of the Operating Agreement as they may
pertain to this transfer.

    


    16.           Inentionally
deleted

    


    17.           Except
as specifically herein set forth, all other terms, conditions and provisions of
the Operating Agreement shall continue in full force and effect and shall not be
modified and amended by the execution hereof.

    
 

    
      
        
        

      

      
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    To evidence our consent we hereby
execute this document, which may be executed in counterparts and/or by
facsimile, each of which shall be deemed to be an original, but all of which
shall be deemed to be one and the same document.

    


    IN WITNESS WHEREOF the
undersigned, constituting all of the Members of the LLC, have hereunto set their
respective hands and seals effective as of the year and day first above
written.

    


    
      	
               

            	MEMBERS:	 
      	 
      
	 
      	 
      	 
      	 
      
	
               

            
	 	J. WEBB, INC., a Virginia
      corporation	 
      	 
      
	 	By:  /s/ Michael M.
      Webb                                               
      (SEAL)	
               

            
	 
      	
              Michael
      M. Webb, President

            
	 
      	 
      	 
      	 
      
	 	By:
      /s/ Michael M.
      Webb                                                
      (SEAL)	
               

            
	 
      	
              MICHAEL
      M. WEBB, Trustee of the

            
	 
      	
              Michael
      M. Webb Revocable Trust

            
	 
      	
              Agreement

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 	LUCENTE
      ENTERPRISES, INC., a	
               

            
	 	Maryland
      corporation	 
	
               

            	 
      
	 	 
	 
      	By:  /s/ Frank Lucente,
      Jr.                                             (SEAL)
      	 
      	 
      
	 
      	
              Frank
      Lucente, Jr. President

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 	OLD
      LINE BANCSHARES, INC., a	
               

            
	 	Maryland
      corporation	 
	
               

            
	 
	 
      	By:  /s/ James W.
      Cornelse                                           
      (SEAL) 	 
      	 
      
	 
      	
              James
      W. Cornelsen,

            
	 
      	
              President

            


    

    


    (SIGNATURES
CONTINUED ON THE NEXT PAGE)

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              AS
      MANAGING MEMBER

            	 
      
	
              OF
      THE COMPANY AND

            	 
      
	
              NOT
      AS A MEMBER:

            	 
      
	 
      	 
      
	
              LUCENTE
      ENTERPRISES, INC., a

            	 
      
	
              Maryland
      corporation

            	 
      
	 
      	 
      
	
              By:  /s/ Frank
      Lucente        (SEAL)

            	
               

            
	
                      Frank
      Lucente, Jr. President

            	 
      
	 
      	 
      
	 
      	 
      
	
              TRANSFEROR:

            	 
      
	 
      	 
      
	
              /s/
      Michael M.
      Webb          
      (SEAL)

            	
               

            
	
              Michael
      M. Webb, individually

            	 
      
	 
      	 
      
	 
      	 
      
	
              TRANSFEREE:

            	 
      
	 
      	 
      
	
              MICHAEL
      M. WEBB REVOCABLE TRUST

            	 
      
	
              Dated
      December 21, 1989

            	 
      
	 
      	 
      
	
              By:  /s/
      Michael M. Webb     (SEAL)

            	
               

            
	
                      Michael
      M. Webb, Trustee

            	 
      
	 
      	 
      
	 
      	 
      
	
              TRANSFEROR:

            	 
      
	 
      	 
      
	
              CHESAPEAKE
      CUSTOM HOMES L.L.C., a Maryland limited liability company

            	 
      
	 
      	 
      
	
              By:  /s/ Greg
      S. Wilby          
      (SEAL)

            	
               

            
	
                      Greg
      S. Wilby, General Manager

            	 
      
	 
      	 
      
	 
      	 
      
	
              TRANSFEREE:

            	 
      
	 
      	 
      
	
              OLD
      LINE BANCSHARES, INC., a

            	 
      
	
              Maryland
      corporation

            	 
      
	 
      	 
      
	
              By:  /s/ James
      W. Cornelsen  (SEAL)

            	
               

            
	
                       James
      W. Cornelsen,

            	 
      
	
                       President

            	 
      


    

    


    (SIGNATURES
CONTINUED ON THE NEXT PAGE)

    


     

    
      
        
        

      

      
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    EXHIBIT
1

    OPERATING
AGREEMENT FOR

    POINTER
RIDGE OFFICE INVESTMENT, LLC

    


    
      	
               

              Member

            	
              Initial
      Capital Contribution

            	
              Percentage
      of Membership Interests

            
	
              Lucente
      Enterprises, Inc.

              1525
      Pointer Ridge Place, Suite 301

              Bowie,
      Maryland 20716

            	
              $137,500

            	
              12.5%

               

               

               

               

            
	
              J.
      Webb, Inc.

              7857
      Heritage Drive

              Suite
      300

              Annandale,
      Virginia 22003

               

            	
              $220,000

            	
              20%

               

               

               

               

               

            
	
              Michael
      M. Webb, Trustee of

              The
      Michael M. Webb Revocable Trust Agreement

              7857
      Heritage Drive

              Suite
      300

              Annandale,
      Virginia 22003

               

            	
              $55,000

            	
              5%

               

            
	
              Old
      Line Bancshares, Inc.

              P.O.
      Box 1890, Waldorf, Md. 20604

              Street
      address:

              2995
      Crain Highway, Waldorf, Md. 20601

               

               

               

            	
              $687,500

            	
              62.5%

               

               

               

               

            
	
              TOTAL

            	
              $
      1,100,000

            	
              100%

            


    

    


     

    
      
        
        

      

      
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    Exhibit
4

    (Description
of Property)

    


    All that
piece of parcel of land situate, lying and being in Prince George's County,
Maryland, described as follows to wit:

    


    Parcel
lettered "E", in Block numbered Thirty (30), in the Subdivision known as
"POINTER RIDGE AT BELAIR VILLAGE", as per Plat thereof recorded among the Land
Records of Prince George's County, Maryland, as recorded in Plat Book WWW78 at
Plat 37.  Being in the 7th
Election District of said County.

    


    Tax ID#
07-0724674

    


    


    


    
 

    
      
        
        

      

      
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    Exhibit
5

    (Budget)

    


    See
Attached Job Cost Summary.

    


    
 

     

    

      8