—] Shares Hercules Technology Growth Capital, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2012 • Hercules Technology Growth Capital Inc • New York
Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to [—] (the “Representatives”), along with the several Underwriters named in Schedule I hereto (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”).
FORM OF SUBSCRIPTION AGENT AGREEMENT SUBSCRIPTION AGENT AGREEMENT BY AND BETWEEN HERCULES TECHNOLOGY GROWTH CAPITAL, INC. andSubscription Agent Agreement • February 8th, 2012 • Hercules Technology Growth Capital Inc • New York
This Subscription Rights Agreement (the “Agreement”) is made as of between Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”), and (the “Subscription Agent”), and relates to the base prospectus included in the Registration Statement on Form N-2, File No. 333- , filed by the Company with the Securities and Exchange Commission on , 2011, as amended by any amendment filed with respect thereto (the “Registration Statement”) and any supplemental prospectus (together with the base prospectus, the “Prospectus”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Certificate (as defined below).
FORM OF WARRANT AGREEMENT WARRANT AGREEMENT BY AND BETWEEN HERCULES TECHNOLOGY GROWTH CAPITAL, INC. ANDWarrant Agreement • February 8th, 2012 • Hercules Technology Growth Capital Inc • New York
Agreement made as of , between HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, with offices at 400 Hamilton Avenue, Suite 310, Palo Alto, CA 94301 (“Company”), and , a corporation, with offices at (“Warrant Agent”).
Aggregate Principal Amount Senior Securities $ Aggregate Principal Amount Subordinated Securities Hercules Technology Growth Capital, Inc. FORM OF DEBT UNDERWRITING AGREEMENTHercules Technology Growth Capital Inc • February 8th, 2012 • New York
The [Senior Securities] [Subordinated Securities] will be issued under an indenture dated as of , as supplemented by a Supplemental Indenture dated as of (collectively, the “Indenture”), between the Company and U.S. Bank, National Association, as trustee (the “Trustee”). The Senior Securities and Subordinated Securities are hereinafter referred to as the “Securities.” The Senior Securities and Subordinated Securities may be offered either together or separately. Each issue of Senior Securities and Subordinated Securities may vary, as applicable, as to aggregate principal amount, maturity date, interest rate or formula and timing of payments thereof, redemption provisions, conversion provisions and sinking fund requirements, if any, and any other variable terms which the Indenture contemplates may be set forth in the Senior Securities and Subordinate Securities as issued from time to time. Securities issued in book-entry form will be issued to Cede & Co. as nominee of the Depository Tru
