Common use of Private Offering by the Company Clause in Contracts

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, or any securities required to be integrated under any federal or state securities laws, for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 other Institutional Investors, each of which has been offered the Series 2016 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2018A Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy the Series 2018A Notes or any of the same similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 other 15 Institutional InvestorsInvestors (including the Purchasers), each of which has been offered the Series 2016 2018A Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2018A Notes to the registration requirements of Section section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the 2011 Series 2016 Notes, A Bonds or any similar securities required to be integrated under any federal or state securities laws, for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person person other than the Purchasers and not more than 60 thirty-five (35) other Institutional Investors, each of which has been offered the 2011 Series 2016 Notes A Bonds at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the 2011 Series 2016 Notes A Bonds to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, or any securities required to be integrated under any federal or state securities laws, for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 [______] other Institutional Investors, each of which has been offered the Series 2016 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2019A Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 six (6) other Institutional Investors, each of which has been offered the Series 2016 2019A Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2019A Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.. Exhibit A (to Supplement)

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2017 Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 three (3) other Institutional Investors, each of which has been offered the Series 2016 2017 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2017 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.. EXHIBIT A (to Supplement)

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2020 Notes or any securities required to be integrated under any federal or state securities laws, substantially similar debt Securities for sale to, or solicited any offer to buy the Series 2020 Notes or any of the same substantially similar debt Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 35 other Institutional Investors, each of which has been offered the Series 2016 2020 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2020 Notes to the registration requirements of Section section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction. Hercules Capital, including the jurisdiction of organization of the Company.Inc. Note Purchase Agreement

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2020 Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 twenty-three (23) other Institutional Investors, each of which has been offered the Series 2016 2020 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2020 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.. Exhibit A (to Supplement)

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2017 Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 32 other Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof, each of which has been offered the Series 2016 2017 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2017 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its the Company’s behalf has offered the Series 2016 Notes, 2011A Notes or any similar securities required to be integrated under any federal or state securities laws, for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 75 other Institutional Investors, each of which has been offered the Series 2016 2011A Notes at in connection with a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2011A Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has has, directly or indirectly, offered the Series 2016 Notes, Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 75 other Institutional InvestorsInvestors (as defined in clause (c) of the definition of such term), each of which has been offered the Series 2016 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or "blue sky sky" laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.. 5.15

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2016A Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 one other Institutional InvestorsInvestor, each of which has been offered the Series 2016 2016A Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2016A Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2017 Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 three (3) other Institutional Investors, each of which has been offered the Series 2016 2017 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2017 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company. EXHIBIT A (to Supplement) Section 5.14.

Private Offering by the Company. Neither the Company nor anyone acting on its the Company’s behalf has offered the Series 2016 Notes, 2008A Notes or any similar securities required to be integrated under any federal or state securities laws, for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 40 other Institutional Investors, each of which has been offered the Series 2016 2008A Notes at in connection with a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2008A Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2022 Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 other nineteen (19) Institutional InvestorsInvestors (including the Purchasers), each of which has been offered the Series 2016 2022 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2022 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.. Exhibit A (to Supplement)

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2020 Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy the Series 2020 Notes or any of the same similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Additional Purchasers and not more than 60 6 other Institutional Investors, each of which has been offered the Series 2016 2020 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2020 Notes to the registration requirements of Section section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2016F Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 other Institutional InvestorsSeries 2016F Additional Purchasers, each of which has been offered the Series 2016 2016F Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2016F Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2019B Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 twenty-six (26) other Institutional Investors, each of which has been offered the Series 2016 2019B Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2019B Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.. Exhibit A (to Supplement)

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes, 2017A Notes or any securities required to be integrated under any federal or state securities laws, similar Securities for sale to, or solicited any offer to buy the Series 2017A Notes or any of the same similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 5 other Institutional Investors, each of which has been offered the Series 2016 2017A Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 2017A Notes to the registration requirements of Section section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Company.