0000950133-06-004464 Sample Contracts

SECOND AMENDMENT TO WARRANT PARTICIPATION AGREEMENT (Hercules Funding Trust I)
Warrant Participation Agreement • October 17th, 2006 • Hercules Technology Growth Capital Inc • New York

THIS SECOND AMENDMENT TO WARRANT PARTICIPATION AGREEMENT, dated as of October 16, 2006 (this “Amendment”), is entered into by and between HERCULES TECHNOLOGY GROWTH CAPITAL, INC., (“Hercules”), and CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citigroup”).

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WARRANT PARTICIPATION AGREEMENT
Warrant Participation Agreement • October 17th, 2006 • Hercules Technology Growth Capital Inc • New York

THIS WARRANT PARTICIPATION AGREEMENT (this “Agreement”) is made as of the 1 day of August, 2005, by and between Hercules Technology Growth Capital, Inc., a Maryland corporation (“Hercules”) and Citigroup Global Markets Realty Corp., a New York corporation (the “Participant”).

HERCULES TECHNOGLOGY GROWTH CAPITAL, INC. [ ] Shares of Common Stock UNDERWRITING AGREEMENT
Hercules Technology Growth Capital Inc • October 17th, 2006 • New York

Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”) proposes to issue and sell to [ ] (each, an “Underwriter” and, collectively the “Underwriters”) an aggregate of [ ] shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”).

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