Retention Performance Stock Unit Award Agreement Sample Contracts

Hercules Letterhead] Hercules Capital, Inc. Amended and Restated 2004 Equity Incentive Plan
Retention Performance Stock Unit Award Agreement • May 3rd, 2018 • Hercules Capital, Inc. • Maryland

The undersigned (i) acknowledges receipt of an award (the “Award”) of performance stock units from Hercules Capital, Inc. (the “Company”) under the Amended and Restated 2004 Equity Incentive Plan (the “Plan”), subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof and the currently effective prospectus relating to such Plan and the most recent annual report; and (iii) agrees with the Company as follows:

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