0001193125-13-101168 Sample Contracts

7,000,000 Shares Hercules Technology Growth Capital, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 11th, 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 several Underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively the “Underwriters”), for whom Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), an aggregate of 7,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”).

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