—] Shares Hercules Technology Growth Capital, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2013 • 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”).
Aggregate Principal Amount Senior Securities $ Aggregate Principal Amount Subordinated Securities Hercules Technology Growth Capital, Inc. FORM OF DEBT UNDERWRITING AGREEMENTDebt Underwriting Agreement • May 22nd, 2013 • Hercules Technology Growth Capital Inc • 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
