RE: Investor Rights Agreement dated as of June 12, 2002

RE: Investor Rights Agreement dated as of June 12, 2002

     You are receiving this letter because you hold shares of Series A preferred stock of The Bancorp, Inc. (the “Company”) that you purchased in the Company’s 2002 private placement. In connection with your purchase, you became a party to the Investor Rights Agreement dated as of June 12, 2002 (the “Agreement”). At the time the Agreement was entered into, the Company was not publicly traded on a securities exchange, it did not file documents with the Securities and Exchange Commission, and the shares you purchased were restricted and thus very difficult to sell or transfer. The Agreement was established in order to provide you with liquidity for your investment.

     The Company’s common stock has now been traded on the NASDAQ