0001193125-06-049783 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2006 • Hercules Technology Growth Capital Inc • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2006, by and among Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).

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INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT (RE: GUARANTY PLEDGED WARRANTS)
Intercreditor and Lien Subordination Agreement • March 9th, 2006 • Hercules Technology Growth Capital Inc • New York

THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT (RE GUARANTY PLEDGED WARRANTS), dated as of March 6, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and among:

FIRST OMNIBUS AMENDMENT (Hercules Funding Trust I)
Omnibus Amendment • March 9th, 2006 • Hercules Technology Growth Capital Inc • New York

HERCULES TECHNOLOGY GROWTH CAPITAL, INC., (“Hercules”), as the originator (together with its successors and assigns in such capacity, the “Originator”) and as the servicer (together with its successors and assigns in such capacity, the “Servicer”);

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 9th, 2006 • Hercules Technology Growth Capital Inc • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 6, 2006 by and among HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (the “Company”), ALCMENE FUNDING, L.L.C., as a Lender and as Administrative Agent (the “Administrative Agent”) for the “Lenders” party from time to time to the Credit Agreement referred to below, and such lenders.

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 9th, 2006 • Hercules Technology Growth Capital Inc • New York

This SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of March 2, 2006 among Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”), and each of the investors listed on Schedule 1 hereto (each a “Subscriber”, and collectively, the “Subscribers”).

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