0001193125-17-319330 Sample Contracts

150,000,000 Aggregate Principal Amount 4.625% Notes Due 2022 Hercules Capital, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • October 25th, 2017 • Hercules Capital, Inc. • New York

Hercules Capital, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule A hereto (each, an “Underwriter” and, collectively the “Underwriters”), for whom Citigroup Global Markets Inc. and Jefferies LLC are acting as the representatives (in such capacity, the “Representatives”) $150,000,000 aggregate principal amount of 4.625% Notes due 2022 (the “Securities”) of the Company set forth in Schedule A hereto.

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FOURTH SUPPLEMENTAL INDENTURE between HERCULES CAPITAL, INC. and as Trustee Dated as of October 23, 2017 FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • October 25th, 2017 • Hercules Capital, Inc. • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of October 23, 2017, is between Hercules Capital, Inc., a Maryland corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).

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