0000950159-16-000673 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 8th, 2016 • Bancorp, Inc. • National commercial banks • Delaware

The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of The Bancorp, Inc., a Delaware corporation (the "Company"), and that as such he is authorized to execute and deliver this certificate in the name and on behalf of the Company and in connection with the Securities Purchase Agreement, dated as of June __, 2016, by and among the Company and the investors party thereto (the "Purchase Agreement"), and further certifies in his official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2016 • Bancorp, Inc. • National commercial banks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of August 5, 2016, by and among The Bancorp, Inc., a Delaware corporation ("Bancorp"), and the purchasers that are signatories hereto (each a "Purchaser" and collectively the "Purchasers").

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 8th, 2016 • Bancorp, Inc. • National commercial banks • Delaware

This SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 5th day of August 2016, by and between The Bancorp, Inc., a Delaware corporation (the "Company"), and the investors listed on Schedule A hereto (each an "Investor" and collectively the "Investors").

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