Common use of Authorization of Notes Clause in Contracts

Authorization of Notes. Hercules Technology Growth Capital, Inc. (the “Company”), as sole member of Hercules Capital Funding 2012-1 LLC (the “Trust Depositor”), has duly authorized the sale of the 3.32% Asset-Backed Notes (the “Notes”) of Hercules Capital Funding Trust 2012-1, a Delaware statutory trust (the “Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10, 2012, as amended and restated as of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “Indenture”), between the Trust and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).

Authorization of Notes. Hercules Technology Growth CapitalThe Company has authorized and will create an issue of $15,000,000 principal amount of its Medium Term Notes, Inc. Series C, 2010-1, Tranche A due March 1, 2026 (the “CompanyTranche A Notes”)) and an issue of $45,000,000 principal amount of its Medium Term Notes, Series C, 2010-1, Tranche B due on the Tranche B Maturity Date, as sole member of Hercules Capital Funding 2012-1 LLC such term is defined below (the “Trust Depositor”)Tranche B Notes” and, has duly authorized together with the sale of the 3.32% Asset-Backed Notes (Tranche A Notes, the “Notes”) of Hercules Capital Funding Trust 2012-1, a Delaware statutory trust (the “Trust”). The Notes will be issued by the under an Indenture of Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10October 1, 2012, as amended and restated as of the Closing Date 1998 (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “Original Indenture”), between the Trust Company and U.S. The Bank National Associationof New York, as the trustee Trustee (the “Trustee”), as heretofore supplemented by three Supplemental Indentures and as further supplemented by a Fourth Supplemental Indenture dated as of February 26, 2010 (the “Fourth Supplemental Indenture”), which will be substantially in the form attached hereto as Exhibit A. The Original Indenture as so amended and supplemented is herein called the “Indenture.” Copies of the Original Indenture and all the supplemental indentures requested by you have been delivered to you. The Notes will shall be secured by the assets of the Trustissuable in fully registered form only. The primary assets Tranche A Notes shall mature on March 1, 2026, shall bear interest at the rate of the Trust will 4.84% per annum payable semiannually on March 1 and September 1 of each year, commencing September 1, 2010, shall be a pool of senior commercial loans made subject to life sciences companies and technology companies and secured by security interests redemption as provided in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, and shall be in the form established pursuant to the Fourth Supplemental Indenture. The Tranche B Notes shall mature on the Tranche B Maturity Date, shall bear interest at rate of 4.84% plus the Increase Margin per annum payable semiannually on the sixth month anniversary and yearly anniversary of the Tranche B Reference Date of each year, commencing on the first such date following the Second Closing Date, shall be subject to redemption as security for provided in the indebtedness represented Indenture, and shall be in the form established pursuant to the Fourth Supplemental Indenture. As permitted by the NotesFourth Supplemental Indenture, the Trust will pledge and grant Notes originally issued to the Trustee a security interest in the Loansyou thereunder shall be dated, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”)bear interest from, the Trust Agreement, date of their original issue on the Sale and Contribution Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documentsapplicable Closing Date.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).

Authorization of Notes. Hercules Technology Growth Capital, Inc. The Seller has authorized the issuance by National Auto Finance 1998-1 Trust (the “Company”)"Trust") of $85,200,000 of 5.88% Class A Automobile Receivables-Backed Notes, as sole member of Hercules Capital Funding 2012Series 1998-1 LLC (the “Trust Depositor”), has duly authorized the sale of the 3.32% Asset-Backed Notes (the “"Notes”) of Hercules Capital Funding Trust 2012-1, a Delaware statutory trust (the “Trust”"). The Notes will be issued by evidence indebtedness of the Trust in an aggregate principal amount of $129,300,000. The Notes will to be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10January 20, 20121998 (the "Trust Agreement"), between the Seller and Wilmington Trust Company, a Delaware corporation, as amended and restated as of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “"Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”"). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date December 15, 1997 (the “"Indenture”"), between the Owner Trustee and Xxxxxx Trust and U.S. Saving Bank National Association, as the trustee (the “"Trustee”"). The assets of the Trust (the "Trust Property") will include a pool of non-prime motor vehicle retail installment sale contracts (the "Contracts"), all monies paid or payable thereunder on or after the applicable cut-off date, security interests in the new and used automobiles, light-duty trucks, vans and minivans financed by the Contracts, a financial guaranty insurance policy (the "Policy") issued by Financial Security Assurance ("FSA"), certain bank accounts, all proceeds of the foregoing, and certain other property. The Seller will be the sole owner of the Certificates issued by the Trust which evidences a beneficial ownership interest in certain distributions of the Trust (the "Seller Interest"). The Seller Interest will be subordinated to the Notes. The Contracts will be serviced by National Auto Finance Company, Inc. (in such capacity, the "Servicer"), an affiliate of the Seller, and subserviced initially by Omni Financial Services of America, Inc. ("OFSA"), a wholly owned subsidiary of World Omni Financial Corp. ("World Omni"). The Notes will be secured purchased by the assets of the Trust. The primary assets of the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company Underwriter pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing this Agreement. The Notes are to will be offered without being registered under the Securities Act of 1933issued on January 20, 1998 or such other date as amended we shall mutually agree upon (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”"Closing Date").

Authorization of Notes. Hercules Technology Growth CapitalThis Purchase and Placement Agreement (this “Agreement”) is entered into among Xxxxxx Xxxxxxxxx BDC SPV III, Inc. LLC, a Delaware limited liability company (the “CompanyIssuer”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”), as sole member of Hercules Capital Funding 2012-1 LLC initial purchaser (in such capacity, the “Trust DepositorInitial Purchaser”). The Issuer proposes that, has duly authorized subject to the sale of terms and conditions stated in this Agreement, the 3.32% Asset-Backed Issuer sell to the Initial Purchaser U.S.$2,000,000 Class X Senior Secured Floating Rate Notes (the “Class X Notes”) of Hercules Capital Funding Trust 2012-1), a Delaware statutory trust U.S.$175,500,000 Class A Senior Secured Floating Rate Notes (the “TrustClass A Notes”), U.S.$37,500,000 Class B Senior Secured Floating Rate Notes (the “Class B Notes” and, together with the Class A Notes, the “Secured Notes”). The Notes Issuer will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant also issue and sell directly to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreementinitial investors therein, dated as of December 10, 2012, as amended and restated as of the Closing Date U.S.$81,970,000 Subordinated Notes (the “Trust Agreement”) between the Trust Depositor and Wilmington TrustSubordinated Notes” and, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed together with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Secured Notes, the Trust is issuing a Trust Certificate (the “CertificateNotes”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date Indenture (the “Indenture”), to be dated on or about March 14, 2024 (the “Closing Date”), between the Trust Issuer and U.S. Bank Trust Company, National Association, as the trustee Trustee (the “Trustee”). The Issuer expects to change its name to Xxxxxxxxx NCDLC CLO-III, LLC on or around the Closing Date, and to issue the Notes will be secured by the assets of the Trustunder such name. The primary assets of the Trust will be Issuer are a pool of senior commercial secured floating rate middle market loans made to life sciences companies and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “LoansCollateral Obligations”). The Trust Depositor will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Trust Issuer will pledge and grant to the Trustee a security interest in the Loans, Collateral Obligations and its rights under other assets (other than excluded property). Xxxxxx Xxxxxxxxx Direct Lending Corp., a Maryland corporation (“Nuveen”) will manage the Sale and Contribution Agreement and Assets for the Sale and Servicing Issuer pursuant to the Collateral Management Agreement. This Note Purchase Agreement , to be dated as of the Closing Date (the “Collateral Management Agreement”) between the Issuer and Nuveen. The Issuer will retain U.S. Bank Trust Company, National Association (in such capacity, the “Collateral Administrator”) to perform certain administrative duties with respect to the Collateral Obligations pursuant to a Collateral Administration Agreement, to be dated as of the Closing Date (the “Collateral Administration Agreement”), among the Trust Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Sale and Contribution Indenture, the Collateral Management Agreement, the Sale and Servicing Collateral Administration Agreement, the Master Transfer Agreement, the EU/UK Retention Agreement and the Indenture Securities Account Control Agreement are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing AgreementIndenture or the Second Preliminary Offering Circular (as defined below). The Secured Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), (I) to “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act (“Qualified Purchasers”) that are not “U.S. persons” (as defined in Regulation S) outside the United States in reliance on Regulation S (except the Subordinated Notes), and (II) to, or for the account or benefit of, persons that are both (A)(i) “qualified institutional buyers” in compliance with within the exemption from registration provided by meaning of Rule 144A under the Securities Act (“QIBs”), or (ii) solely in offshore transactions to non-U.S. persons the case of Notes issued in reliance on Regulation S under the Securities Act (“Regulation S”)certificated form, and to institutional “accredited investors” under clauses (as defined in Rule 501(a)(11), (2), (3) or (7) of Rule 501(a) under the Securities Act) Act (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” and (“B)(i) Qualified Purchasers, or (ii) entities owned exclusively by Qualified Purchasers. In connection with the sale of the Notes, the Issuer has prepared a preliminary offering circular dated January 30, 2024 (including any annexes thereto and all information incorporated therein by reference, the “Initial Preliminary Offering Circular”) and a second preliminary offering circular dated February 7, 2024 (including any annexes thereto and all information incorporated therein by reference, the “Second Preliminary Offering Circular”), and the Issuer will prepare a final offering circular to be delivered prior to the Closing Date (including any annexes, amendments or supplements thereto and all information incorporated therein by reference, the “Final Offering Circular”, and each of the Initial Preliminary Offering Circular, the Second Preliminary Offering Circular and the Final Offering Circular, a “Circular”) including a description of the terms of the Notes, the terms of the offering, and the Issuer. It is understood and agreed that the Closing Date constitutes the time of the contract of sale for each purchaser of the Notes offered to the investors for purposes of Section 3(c)(7) Rule 159 under the Investment Company Securities Act of 1940, as amended (the “1940 ActTime of Sale”) and that (i) the Final Offering Circular and (ii) the information set forth on Schedule II hereto will constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”).. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting its right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Re-Pricing, during each Interest Accrual Period, the Class X Notes shall bear interest at a rate equal to the then-applicable Reference Rate plus 1.40% per annum, the Class A Notes shall bear interest at a per annum rate equal to the then-applicable Reference Rate plus 2.00% and the Class B Notes shall bear interest at a per annum rate equal to the then-applicable Reference Rate plus 2.65% per annum. The Subordinated Notes will not bear any interest. The Issuer hereby agrees with you, as the Initial Purchaser, as follows:

Authorization of Notes. Hercules Technology Growth Capital, Inc. TICC Capital Corp. (the “Company”), as sole member designated manager of Hercules TICC Capital Funding 2012Corp. 2011-1 Holdings, LLC (the “Trust Depositor”)) and the Issuer, has duly authorized the sale of the 3.32% Asset-Backed TICC CLO LLC Notes, consisting of the Class A Notes (the “Offered Notes”) and the Subordinated Notes (the “Subordinated Notes” and, together with the Offered Notes, the “Notes”) of Hercules Capital Funding Trust 2012-1TICC CLO LLC, a Delaware statutory trust limited liability company (the “TrustIssuer”). The Offered Notes will be issued by the Trust in an aggregate principal amount of $129,300,000101,250,000 and the Subordinated Notes will be issued in an aggregate principal amount of $123,750,000. The Notes will be offered secured by the Trust pursuant to assets of the Memoranda (as defined below)Issuer. The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10, 2012, as amended and restated as Depositor will be the sole equity member of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust AgreementIssuer. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date August 10, 2011 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust and U.S. Bank Company, National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust Issuer will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security middle market loans, or participation interests in certain assets of those companiestherein, originated or acquired purchased by the Company or one of its affiliates (collectively, the “LoansCollateral Obligations”). The Trust Depositor Company will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey sell and/or contribute to the Trust, without recourse, Depositor all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds Company in and to the Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Notes Depositor in and to the Collateral Obligations pursuant to a Master Loan Sale Agreement, to be dated as of August 10, 2011 (the “Master Loan Sale Agreement”), between the Company, the Depositor and the issuance of the Certificate to the Trust DepositorIssuer. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust Issuer will pledge and grant to the Trustee a security interest in the LoansCollateral Obligations, and its rights under the Master Loan Sale and Contribution Agreement Agreement. The Collateral Obligations will be managed by TICC Capital Corp., in its capacity as collateral manager (the “Collateral Manager”) pursuant to a Collateral Management Agreement, to be dated as of August 10, 2011 (the “Collateral Management Agreement”), between the Issuer and the Sale Collateral Manager. The Issuer has retained The Bank of New York Mellon Trust Company, National Association (in such capacity, the “Collateral Administrator”), to perform certain administrative duties with respect to the Collateral Obligations pursuant to a Collateral Administration Agreement, to be dated as of August 10, 2011 (the “Collateral Administration Agreement”), between the Issuer and Servicing Agreementthe Collateral Administrator. This Note Purchase Agreement (the “Agreement”), the Trust Master Loan Sale Agreement, the Sale and Contribution AgreementIndenture, the Sale and Servicing Collateral Management Agreement and the Indenture Collateral Administration Agreement are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing AgreementIndenture. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), (i) to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), (ii) in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and (iii) to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).. In connection with the sale of the Offered Notes, the Company has prepared a preliminary offering circular dated August 4, 2011 (including any exhibits thereto and all information incorporated therein by reference, the “Pre-Pricing Memorandum”) and a final offering circular dated August 8, 2011 (including any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the “Final Memorandum”, and each of the Pre-Pricing Memorandum and the Final Memorandum, a “Memorandum”) including a description of the terms of the Offered Notes, the terms of the offering, and the Issuer. It is understood and agreed that the close of business on August 4, 2011 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Pre-Pricing Memorandum and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. During each Interest Accrual Period, the Offered Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.25% per annum. Each of the Company, the Depositor and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. Hercules Technology Growth American Capital Strategies, Ltd. (“American Capital, Inc. (” or the “Company”)) and ACAS Business Loan LLC, as sole member of Hercules Capital Funding 2012-1 LLC 2002–2 (the “Trust Depositor”), has ) have duly authorized the sale of the 3.32% Asset-Backed ACAS Business Loan Trust Notes, Series 2002–2, consisting of the Class A Notes (the “Class A Notes”), the Class B Notes (the “Class B Notes” and together with the Class A Notes, the “Offered Notes”) and the Class C Note (the “Class C Note” and together with the Offered Notes, the “Notes”) of Hercules Capital Funding ACAS Business Loan Trust 2012-12002–2, a Delaware statutory business trust (the “Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10August 1, 2012, as amended and restated as of the Closing Date 2002 (the “Trust Agreement”) between ), among the Trust Depositor and Wilmington TrustDepositor, Wachovia Trust Company, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate the Company, as servicer. The Class A Notes will be issued in an aggregate initial principal amount of Trust filed with $105,250,000, the Secretary Class B Notes will be issued in an aggregate initial principal amount of State $52,625,000 and the Class C Note will be issued in an aggregate initial principal amount of the State of Delaware on December 10, 2012$52,625,000. In addition to the Notes, the Trust is issuing a Trust Certificate certificate (the “Certificate”). The Notes will be secured by the assets of the Trust. The Certificate will represent a fractional undivided beneficial interest ownership interests in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date August 8, 2002 (the “Indenture”), between the Trust and U.S. Xxxxx Fargo Bank Minnesota, National Association, as the trustee Indenture Trustee (the “Indenture Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security business loans, or interests in certain assets of those companiestherein, originated or acquired by the Company or one of its affiliates (collectively, the “Business Loans”). The Trust Depositor will acquire loans the Business Loans from the Company pursuant to a Sale and Contribution the ACAS Transfer Agreement, to be dated as of the Closing Date August 8, 2002 (the “Sale and Contribution Transfer Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale Transfer and Servicing Agreement, to be dated as of the Closing Date August 8, 2002 (the “Sale Transfer and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, Depositor and the Indenture Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Business Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositorcertain related assets. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Indenture Trustee a security interest in the Loans, Business Loans and its rights under the Sale and Contribution Transfer Agreement and the Sale Transfer and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Transfer Agreement, the Sale Transfer and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale Transfer and Servicing Agreement. The Offered Notes are to be offered without being registered under and sold by means of a Confidential Private Placement Memorandum (including any exhibits, amendments or supplements thereto, the “Memorandum”) prepared by the Company in a transaction exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), including transactions made pursuant to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBsRule 144A”), ) and in offshore transactions pursuant to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”)Act. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to institutional “accredited investors” (as defined in Rule 501(a)(1)sell or offer for sale any securities issued by any person, (2)including securities similar to, (3) or (7) under competing with, the Securities Act) (“Institutional Accredited Investors”) whoNotes. During the initial Interest Accrual Period, in the Class A Notes shall bear interest at a rate equal to 2.288750% per annum and the Class B Notes shall bear interest at a rate equal to 3.388750% per annum. For each caseInterest Accrual Period thereafter, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Class A Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 0.50% per annum, and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 1.60% per annum. The Company Act of 1940hereby agrees with you, as amended (the “1940 Act”).Initial Purchaser, as follows:

Authorization of Notes. Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation (the “CompanyOriginator”), as the sole member of Hercules Capital Funding 20122019-1 LLC LLC, a Delaware limited liability company (the “Trust Depositor”), has duly authorized which is the sale sole holder of the 3.32% Asset-Backed Notes (the “Notes”) trust certificate of Hercules Capital Funding Trust 20122019-1, a Delaware statutory trust (the “TrustIssuer”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Notes will be issued by the Trust Issuer in an aggregate principal amount of $129,300,000250,000,000. The Notes will be offered by the Trust Issuer pursuant to the Memoranda (as defined below). The Trust Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 1020, 20122018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor and Depositor, Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) ), and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 1020, 20122018. In addition to the Notes, the Trust Issuer is issuing a Trust Certificate trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the TrustIssuer. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “Indenture”), between the Trust Issuer and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the TrustIssuer. The primary assets of the Trust Issuer will be a pool of senior commercial secured loans made to life sciences companies and technology companies (including participations therein) and secured by security interests in certain assets of those companies, originated or acquired by the Company Originator or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans Loans from the Company Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company Originator and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the TrustIssuer, Hercules Capital, Inc., as the Companyseller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the TrustIssuer, without recourse, all of its right, title and interest in the Loans in consideration for the TrustIssuer’s payment of a portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust Issuer will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Agreement, the Sale and Servicing Agreement Agreement, and the Indenture are referred to collectively herein as the “Transaction Documents.” For purposes of the Credit Risk Retention Rules (as defined below), the Originator is also the sponsor of the securitization transaction being undertaken by the Issuer pursuant to the Transaction Documents. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), ) and in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).

Authorization of Notes. Hercules Technology Growth CapitalMCG Capital Corporation ---------------------- ("MCG" or the "Company") and MCG Finance III, Inc. (the “Company”), as sole member of Hercules Capital Funding 2012-1 LLC (the “Trust Depositor”), has "Finance") have duly authorized the sale of the 3.32% AssetMCG Commercial Loan Trust Notes, Series 2001-Backed 1, consisting of the Class A Notes (the “"Class A Notes”"), the Class B Notes (the "Class B Notes" and together with the Class A Notes, the "Offered Notes"), and the Class C Notes (the "Class C Notes" and together with the Offered Notes, the "Notes") of Hercules Capital Funding MCG Commercial Loan Trust 20122001-1, a Delaware statutory business trust (the “"Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below"). The Trust was formed pursuant to (i) a Trust Agreement, Agreement dated as of December 101, 20122001 (the "Trust Agreement") between Finance and Wilmington Trust Company, as amended and restated as of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “"Owner Trustee”) "). The Class A Notes will be issued in an aggregate initial principal amount of $229,860,000, the Class B Notes will be issued in an aggregate initial principal amount of $35,363,000, and (ii) a Certificate the Class C Notes will be issued in an aggregate initial principal amount of Trust filed with the Secretary of State of the State of Delaware on December 10$88,408, 2012391. In addition to the Notes, the Trust is issuing a Trust Certificate class of Certificates (the “Certificate”"Certificates"). The Certificate Notes will be secured by the assets of the Trust. The Certificates will represent a fractional undivided beneficial interest ownership interests in the Trust. The Certificate Certificates will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be Indenture dated as of the Closing Date December 1, 2001 (the “"Indenture”"), between the Trust and U.S. Wells Fargo Bank Minnesota, National Association, as the trustee Indenture Trustxx (the “xhe "Indenture Trustee”"). The Notes will be secured by the assets of the Trust. The primary assets of the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security business loans, or interests in certain assets of those companiestherein, originated or acquired purchased by the Company or one of its affiliates Company, excluding any Retained Interest (collectively, the “"Business Loans”"). The Trust Depositor Finance will acquire loans the Business Loans from the Company pursuant to a Commercial Loan Sale and Contribution Agreement, to be Agreement dated as of the Closing Date December 1, 2001 (the “"Loan Sale and Contribution Agreement”") between the Company and the Trust DepositorFinance. Pursuant to a Sale and Servicing Agreement, to be Agreement dated as of the Closing Date December 1, 2001 (the “"Sale and Servicing Agreement”), ") among the Trust, the Company, the Trust Depositor, Finance and the Indenture Trustee, the Trust Depositor Finance will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust DepositorBusiness Loans. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Indenture Trustee a security interest in the Loans, Business Loans and its rights under the Loan Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Loan Sale and Contribution Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “"Transaction Documents.” " Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. The Offered Notes are to be offered without being registered under and sold by means of a Confidential Private Placement Memorandum (including any exhibits and, to the extent prepared after the date hereof, any amendments or supplements thereto, the "Memorandum") prepared by the Company in a transaction exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “"Securities Act”"), including transactions made pursuant to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), "Rule 144A") and in offshore transactions pursuant to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”)Act. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser's right to institutional “accredited investors” (as defined in Rule 501(a)(1)sell or offer for sale any securities issued by any person, (2)including securities similar to, (3) or (7) under competing with, the Securities Act) (“Institutional Accredited Investors”) whoNotes. During the initial Interest Accrual Period, in the Class A Notes shall bear interest at a rate equal to 2.50375% per annum and the Class B Notes shall bear interest at a rate equal to 3.65375% per annum. For each caseInterest Accrual Period thereafter, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Class A Notes shall bear interest at a per annum rate equal to the then applicable Three-Month LIBOR plus 0.60% per annum, and the Class B Notes shall bear interest at a per annum rate equal to the then applicable Three-Month LIBOR plus 1.75% per annum. The Company Act of 1940hereby agrees with you, as amended (the “1940 Act”).Initial Purchaser, as follows:

Authorization of Notes. Hercules Technology Growth CapitalNewStar Financial, Inc. (the “Company”), as sole member designated manager of Hercules Capital Funding 2012NewStar Commercial Loan LLC 2009-1 LLC (the “Trust Depositor”), has duly authorized the sale of the 3.32% AssetNewStar Commercial Loan Trust 2009-Backed 1 Notes, consisting of the Class A Notes (the “Class A Notes”), the Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Offered Notes”), the Class C Note (the “Class C Note”) and the Subordinated Note (the “Subordinated Note” and, together with the Class C Note and the Offered Notes, the “Notes”) of Hercules Capital Funding NewStar Commercial Loan Trust 20122009-1, a Delaware statutory trust (the “Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10November 30, 2012, as 2009 and amended and restated as of the Closing Date on January 7, 2010 (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National AssociationTrust Company, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10November 30, 20122009. The Class A Notes will be issued in an aggregate principal amount of $148,500,000, the Class B Notes will be issued in an aggregate principal amount of $42,000,000, the Class C Note will be issued in an aggregate principal amount of $31,000,000 and the Subordinated Note will be issued in an aggregate principal amount of $56,921,299. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Notes will be secured by the assets of the Trust. The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date January 7, 2010 (the “Indenture”), between the Trust and U.S. Bank National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security loans, or interests in certain assets of those companiesthereon, originated or acquired purchased by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans the Loans from the Company pursuant to a Commercial Loan Sale and Contribution Agreement, to be dated as of the Closing Date January 7, 2010 (the “Loan Sale and Contribution Agreement”) ), between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date January 7, 2010 (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, the Trustee and Wilmington Trust Company, as the Owner Trustee (the “Owner Trustee”), the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust DepositorLoans. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Loan Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Loan Sale and Contribution Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).. In connection with the sale of the Offered Notes, the Company has prepared a preliminary confidential offering memorandum dated December 1, 2009 (including any exhibits thereto and all information incorporated therein by reference, the “Preliminary Memorandum”), and a final confidential offering memorandum dated January 5, 2010 (including any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the “Final Memorandum”, and each of the Preliminary Memorandum and the Final Memorandum, a “Memorandum”) including a description of the terms of the Offered Notes, the terms of the offering, and the Trust. It is understood and agreed that the close of business on January 6, 2010 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Final Memorandum and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. During each Interest Period, the Class A Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 5.00% per annum. Each of the Company, the Trust Depositor and the Trust, as applicable, hereby agrees with you, as the Initial Purchaser, as follows:

Authorization of Notes. Hercules Technology Growth Capital, Inc. TICC Capital Corp. (the “Company”), as sole member designated manager of Hercules Capital Funding 2012-1 LLC (the “Trust Depositor”)Issuer, has duly authorized the sale of the 3.32% AssetTICC CLO 2012-Backed 1 LLC Notes, consisting of the Class A-1 Notes, the Class B-1 Notes, the Class C-1 Notes and the Class D-1 Notes (collectively, the “Offered Notes”) and the Subordinated Notes (the “Subordinated Notes” and, together with the Offered Notes, the “Notes”) of Hercules Capital Funding Trust TICC CLO 2012-11 LLC, a Delaware statutory trust limited liability company (the “TrustIssuer”). The Offered Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The 120,000,000 and the Subordinated Notes will be offered issued in an aggregate principal amount of $40,000,000. The Offered Notes will be secured by the Trust pursuant to assets of the Memoranda (as defined below)Issuer. The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10, 2012, as amended and restated as Company will be the sole equity member of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust AgreementIssuer. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date August 23, 2012 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust and U.S. Bank Company, National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust Issuer will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security bank loans, or participation interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates therein (collectively, the “LoansCollateral Obligations”). The Trust Depositor will acquire loans from On the Closing Date, the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey sell to the Trust, without recourse, Issuer all of its right, title and interest in and to the Loans in consideration for initial Collateral Obligations owned by the Trust’s payment Issuer pursuant to a Master Loan Sale Agreement, to be dated as of portion of August 23, 2012 (the proceeds of “Master Loan Sale Agreement”), between the Notes Company and the issuance of the Certificate to the Trust DepositorIssuer. Pursuant to the Indenture, as security for the indebtedness represented by the Offered Notes, the Trust Issuer will pledge and grant to the Trustee a security interest in the LoansCollateral Obligations, and its rights under the Master Loan Sale and Contribution Agreement Agreement. The Collateral Obligations will be managed by TICC Capital Corp., in its capacity as collateral manager (the “Collateral Manager”) pursuant to a Collateral Management Agreement, to be dated as of August 23, 2012 (the “Collateral Management Agreement”), between the Issuer and the Sale Collateral Manager. The Issuer has retained The Bank of New York Mellon Trust Company, National Association (in such capacity, the “Collateral Administrator”), to perform certain administrative duties with respect to the Collateral Obligations pursuant to a Collateral Administration Agreement, to be dated as of August 23, 2012 (the “Collateral Administration Agreement”), between the Issuer, the Collateral Manager and Servicing Agreementthe Collateral Administrator. This Note Purchase Agreement (the “Agreement”), the Trust Master Loan Sale Agreement, the Sale and Contribution AgreementIndenture, the Sale and Servicing Collateral Management Agreement and the Indenture Collateral Administration Agreement are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing AgreementIndenture. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), (i) to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), (ii) in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and (iii) to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).. In connection with the sale of the Offered Notes, the Company has prepared a preliminary offering circular dated July 13, 2012 (including any exhibits thereto and all information incorporated therein by reference, the “Preliminary Offering Circular”), a second preliminary offering circular dated August 2, 2012 (including any exhibits thereto and all information incorporated therein by reference, the “Second Preliminary Offering Circular”), a third preliminary offering circular dated August 10, 2012 (including any exhibits thereto and all information incorporated therein by reference, the “Pre-Pricing Offering Circular”) and a final offering circular dated August 17, 2012 (including any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the “Final Offering Circular”, and each of the Preliminary Offering Circular, the Second Preliminary Offering Circular, the Pre-Pricing Offering Circular and the Final Offering Circular, a “Offering Circular”) including a description of the terms of the Offered Notes, the terms of the offering, and the Issuer. It is understood and agreed that the close of business on August 13, 2012 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Pre-Pricing Offering Circular and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. During each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 1.75% per annum, the Class B-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.50% per annum, the Class C-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 4.75% per annum, and the Class D-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 5.75% per annum. Each of the Company and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. Hercules Horizon Technology Growth Capital, Inc. Finance Corporation (the “Company”), as sole member of Hercules Capital Horizon Funding 20122013-1 LLC (the “Trust Depositor”), has duly authorized the sale of the 3.323.00% Asset-Backed Notes (the “Notes”) of Hercules Capital Horizon Funding Trust 20122013-1, a Delaware statutory trust (the “Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,00090,000,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10June 18, 20122013, as amended and restated as of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10June 18, 20122013. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “Indenture”), between the Trust and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust will be a pool of senior commercial loans made to life sciences companies, technology companies, healthcare companies and technology cleantech companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).

Authorization of Notes. Hercules Technology Growth CapitalXxxxx Capital BDC, Inc. (the “Company”), as sole member designated manager of Hercules Xxxxx Capital Funding 2012BDC 2010-1 Holdings LLC (the “Trust Depositor”), has duly authorized the sale of the 3.32% AssetXxxxx Capital BDC 2010-Backed 1 LLC Notes, consisting of the Class A Notes (the “Class A Notes”), the Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Offered Notes”) and the Subordinated Notes (the “Subordinated Notes” and, together with the Offered Notes, the “Notes”) of Hercules Xxxxx Capital Funding Trust 2012BDC 2010-11 LLC, a Delaware statutory trust limited liability company (the “TrustIssuer”). The Class A Notes will be issued by the Trust in an aggregate principal amount of $129,300,000174,000,000, the Class B Notes will be issued in an aggregate principal amount of $10,000,000 and the Subordinated Notes will be issued in an aggregate principal amount of $116,000,000. The Notes will be offered secured by the Trust pursuant to assets of the Memoranda (as defined below)Issuer. The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10, 2012, as amended and restated as Depositor will be the sole equity member of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust AgreementIssuer. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date July 16, 2010 (the “Indenture”), between the Trust Issuer and U.S. Bank National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust Issuer will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security middle market loans, or participation interests in certain assets of those companiestherein, originated or acquired purchased by the Company or one of its affiliates (collectively, the “LoansCollateral Obligations”). The Trust Depositor Company will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey sell and/or contribute to the Trust, without recourse, Depositor all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds Company in and to the Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Notes Depositor in and to the Collateral Obligations pursuant to a Master Loan Sale Agreement, to be dated as of July 16, 2010 (the “Master Loan Sale Agreement”), between the Company, the Depositor and the issuance of the Certificate to the Trust DepositorIssuer. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust Issuer will pledge and grant to the Trustee a security interest in the LoansCollateral Obligations, and its rights under the Master Loan Sale and Contribution Agreement Agreement. The Collateral Obligations will be managed by GC Advisors LLC (the “Collateral Manager”) pursuant to a Collateral Management Agreement, to be dated as of July 16, 2010 (the “Collateral Management Agreement”), between the Issuer and the Sale Collateral Manager. The Issuer has retained U.S. Bank National Association (in such capacity, the “Collateral Administrator”) to perform certain administrative duties with respect to the Collateral Obligations pursuant to a Collateral Administration Agreement, to be dated as of July 16, 2010 (the “Collateral Administration Agreement”), between the Issuer and Servicing Agreementthe Collateral Administrator. This Note Purchase Agreement (the “Agreement”), the Trust Master Loan Sale Agreement, the Sale and Contribution AgreementIndenture, the Sale and Servicing Collateral Management Agreement and the Indenture Collateral Administration Agreement are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing AgreementIndenture. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), (i) to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), (ii) in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and (iii) to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).. In connection with the sale of the Offered Notes, the Company has prepared a preliminary offering circular dated June 24, 2010 (including any exhibits thereto and all information incorporated therein by reference, the “Preliminary Memorandum”), and a final offering circular dated July 13, 2010 (including any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the “Final Memorandum”, and each of the Preliminary Memorandum and the Final Memorandum, a “Memorandum”) including a description of the terms of the Offered Notes, the terms of the offering, and the Issuer. It is understood and agreed that the close of business on July 15, 2010 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Final Memorandum and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. During each Interest Accrual Period, the Class A Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.40% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.40% per annum. Each of the Company, the Depositor and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. Hercules Technology Growth CapitalThe Company has authorized and will create an issue of $10,000,000 aggregate principal amount of its Medium Term Notes, Inc. Series C, 2010-2, Tranche A, due 2025 (the “CompanyTranche A Notes”)) and an issue of $45,000,000 aggregate principal amount of its Medium Term Notes, as sole member of Hercules Capital Funding 2012Series C, 2010-1 LLC 2, Tranche B, due 2027 (the “Trust Depositor”)Tranche B Notes” and, has duly authorized together with the sale of the 3.32% Asset-Backed Notes (Tranche A Notes, the “Notes”) of Hercules Capital Funding Trust 2012-1, a Delaware statutory trust (the “Trust”). The Notes will be issued by the under an Indenture of Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10October 1, 2012, as amended and restated as of the Closing Date 1998 (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “Original Indenture”), between the Trust Company and U.S. The Bank National Associationof New York Mellon, as the trustee Trustee (the “Trustee”), as heretofore supplemented by four Supplemental Indentures. The Original Indenture as so amended and supplemented is herein called the “Indenture.” Copies of the Original Indenture and all the supplemental indentures requested by you have been delivered to you. The Notes will shall be secured by the assets of the Trustissuable in fully registered form only. The primary assets Tranche A Notes shall mature on December 30, 2025, shall bear interest at the rate of 3.63% per annum payable semiannually on June 30 and December 30 of each year, commencing June 30, 2011, shall be subject to redemption as provided in the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust DepositorIndenture, and the Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest shall be in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant form established pursuant to the Indenture. The Tranche B Notes shall mature on December 30, 2027, shall bear interest at the rate of 4.03% per annum payable semiannually on June 30 and December 30 of each year, commencing June 30, 2011, shall be subject to redemption as security for provided in the indebtedness represented Indenture, and shall be in the form established pursuant to the Indenture. As permitted by the NotesIndenture, the Trust will pledge and grant Notes originally issued to the Trustee a security interest in the Loansyou thereunder shall be dated, and its rights under bear interest from, the Sale date of their original issue on the Closing Date. Certain capitalized and Contribution other terms used in this Agreement are defined in Schedule B; and the Sale and Servicing references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms Terms used herein but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement. The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”)Indenture.

Authorization of Notes. Hercules Technology Growth CapitalThe Company has authorized and will create an issue of (a) $50,000,000 aggregate principal amount of its Medium Term Notes, Inc. Series D, 2013, Tranche A, due November 21, 2030 (the “CompanyTranche A Notes”)) and (b) $30,000,000 aggregate principal amount of its Medium Term Notes, as sole member of Hercules Capital Funding 2012-1 LLC Series D, 2013, Tranche B, due January 30, 2030 (the “Trust Depositor”)Tranche B Notes” and together with the Tranche A Notes, has duly authorized the sale of the 3.32% Asset-Backed Notes (the “Notes”) of Hercules Capital Funding Trust 2012-1, a Delaware statutory trust (the “Trust”). The Notes will be issued by the under an Indenture of Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10October 1, 2012, as amended and restated as of the Closing Date 1998 (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “Original Indenture”), between the Trust Company and U.S. The Bank National Associationof New York Mellon, as the trustee Trustee (the “Trustee”), as heretofore supplemented by four Supplemental Indentures. The Original Indenture as so amended and supplemented is herein called the “Indenture.” Copies of the Original Indenture and all the supplemental indentures requested by you have been delivered to you. The Notes will shall be secured by the assets of the Trustissuable in fully registered form only. The primary assets Tranche A Notes shall mature on November 21, 2030, shall bear interest at the rate of 4.01% per annum payable semiannually, on May 21 and November 21 of each year and at maturity, commencing on May 21, 2014, shall be subject to redemption as provided in the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust DepositorIndenture, and the Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest shall be in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant form established pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. This The Tranche B Notes SOUTH JERSEY GAS COMPANY Note Purchase Agreement (shall mature on January 30, 2030, shall bear interest at the “Agreement”)rate of 4.23% per annum payable semiannually, on January 30 and July 30 of each year and at maturity, commencing on July 30, 2014, shall be subject to redemption as provided in the Indenture, and shall be in the form established pursuant to the Indenture. As permitted by the Indenture, the Trust AgreementNotes originally issued to you thereunder shall be dated, and bear interest from, the Sale date of their original issue on the applicable Closing Date. Certain capitalized and Contribution other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms . Terms used herein but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement. The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”)Indenture.

Authorization of Notes. Hercules Technology Growth Capital, Inc. (The Issuer will authorize the “Company”), as sole member of Hercules Capital Funding 2012-1 LLC (the “Trust Depositor”), has duly authorized the issue and sale of the 3.32% Asset-Backed $150,000,000 aggregate principal amount of its Senior Secured Notes due July 20, 2031 (the “Notes”) of Hercules Capital Funding Trust 2012-1, a Delaware statutory trust (the “Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10, 2012, as amended and restated as of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued Issuer pursuant to an Indentureindenture (as the same may be amended, supplemented or otherwise modified from time to be dated as of the Closing Date (time, the “Indenture”), between dated as of June 22, 2022, by and among the Trust Issuer and U.S. Bank Trust Company, National AssociationAssociation (“U.S. Bank”), a national banking association, not in its individual capacity, but solely in its capacity as the trustee (in such capacity, the “Trustee”). The Notes will shall be secured issued in accordance with the Indenture and backed by the assets a portfolio of the TrustLoan Assets and Related Property. The primary assets of Issuer, the Trust will be Depositor and Xxxxxxxx are referred to herein each, as a pool of senior commercial loans made to life sciences companies “Securitization Party” and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, as the “LoansSecuritization Parties”). The Trust Depositor will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of On the Closing Date Date, the Issuer will enter into a sale and servicing agreement (as the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreementsame may be amended, to be dated as of the Closing Date (supplemented or otherwise modified, the “Sale and Servicing Agreement”), dated as of the Closing Date, by and among the TrustIssuer, Hercules Capital Funding 2022-1 LLC, a Delaware limited liability company, in its capacity as the trust depositor thereunder (the “Depositor”), Hercules Capital, Inc., a Maryland corporation (“Hercules”), in its capacity as the seller and the servicer thereunder (the “Servicer”), U.S. Bank, in its capacities as the Trustee and the paying agent thereunder, and U.S. Bank National Association (“USBNA”) in its capacities as the backup servicer and the custodian thereunder, pursuant to which, among other things, the CompanyDepositor will convey and contribute to the Issuer the Loan Assets and Related Property and the Servicer will perform the servicing duties specified therein in respect of the Loan Assets. On the Closing Date, the Trust DepositorDepositor will enter into a sale and contribution agreement (as the same may be amended, and the Trusteesupplemented or otherwise modified, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Trustee a security interest in the Loans, and its rights under the “Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), dated as of the Trust AgreementClosing Date, by and between the Sale and Contribution AgreementDepositor, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have purchaser, and Hercules, as the meanings set forth in seller, pursuant to which, among other things, Hercules will convey and contribute to the Sale Depositor the Loan Assets and Servicing AgreementRelated Property. The Notes are to will be offered and sold by the Issuer to the Purchasers pursuant to this Agreement without being registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with reliance upon the exemption from registration provided by Rule 144A under Section 4(a)(2) thereof. Capitalized terms used and not otherwise defined herein shall have the Securities Act (“QIBs”)meanings set forth in Schedule A attached hereto and made a part hereof and, to the extent not set forth therein, shall have the meanings set forth or incorporated by reference in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), Sale and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) Servicing Agreement or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940Indenture, as amended (the “1940 Act”)applicable. The rules of construction set forth in Section 15.3 hereof shall govern for all purposes under this Agreement.

Authorization of Notes. Hercules Technology Growth American Capital Strategies, Ltd. ("American Capital" or the "Company") and ACAS Business Loan LLC, Inc. 2003-1 (the “Company”), as sole member of Hercules Capital Funding 2012-1 LLC (the “"Trust Depositor”), has ") have duly authorized the sale of the 3.32% AssetACAS Business Loan Trust Notes, Series 2003-Backed 1, consisting of the Class A Notes (the “"Class A Notes”"), the Class B Notes (the "Class B Notes"), the Class C-1 Notes (the "Class C-1 Notes"), the Class C-2 Notes (the "Class C-2 Notes", together with the Class C-1 Notes the "Class C Notes", and together with the Class A Notes and the Class B Notes the "Offered Notes") and the Class D Note (the "Class D Note" and together with the Offered Notes, the "Notes") of Hercules Capital Funding ACAS Business Loan Trust 20122003-1, a Delaware statutory trust (the “"Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below"). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10May 16, 2012, as amended and restated as of the Closing Date 2003 (the “"Trust Agreement”) between "), among the Trust Depositor and Wilmington TrustDepositor, Wachovia Trust Company, National Association, as the owner trustee (the “"Owner Trustee”") and (ii) a Certificate the Company, as servicer. The Class A Notes will be issued in an aggregate initial principal amount of Trust filed with $184,832,000, the Secretary Class B Notes will be issued in an aggregate initial principal amount of State $30,805,000, the Class C-1 Notes will be issued in an aggregate initial principal amount of $17,104,000, the State Class C-2 Notes will be issued in an aggregate initial principal amount of Delaware on December 10, 2012$6,000,000 and the Class D Note will be issued in an aggregate initial principal amount of $69,312,449. In addition to the Notes, the Trust is issuing a Trust Certificate certificate (the “"Certificate”"). The Notes will be secured by the assets of the Trust. The Certificate will represent a fractional undivided beneficial interest ownership interests in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “May 21, 2003(the "Indenture”"), between the Trust and U.S. Xxxxx Fargo Bank Minnesota, National Association, as the trustee Indenture Trustee (the “"Indenture Trustee”"). The Notes will be secured by the assets of the Trust. The primary assets of the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security business loans, or interests in certain assets of those companiestherein, originated or acquired by the Company or one of its affiliates (collectively, the “"Business Loans”"). The Trust Depositor will acquire loans the Business Loans from the Company pursuant to a Sale and Contribution the ACAS Transfer Agreement, to be dated as of the Closing Date (the “Sale and Contribution May 21, 2003(the "Transfer Agreement”") between the Company and the Trust Depositor. Pursuant to a Sale Transfer and Servicing Agreement, to be dated as of the Closing Date (the “Sale May 21, 2003(the "Transfer and Servicing Agreement”"), among the Trust, the Company, the Trust Depositor, Depositor and the Indenture Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Business Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositorcertain related assets. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Indenture Trustee a security interest in the Loans, Business Loans and its rights under the Sale and Contribution Transfer Agreement and the Sale Transfer and Servicing Agreement. This Note Purchase Agreement (the “"Agreement”"), the Trust Agreement, the Sale and Contribution Transfer Agreement, the Sale Transfer and Servicing Agreement and the Indenture are referred to collectively herein as the “"Transaction Documents.” " Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale Transfer and Servicing Agreement. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “"Securities Act”"), to “"qualified institutional buyers” " in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“"QIBs”"), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“"Regulation S”"), and to institutional “"accredited investors” " (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“"Institutional Accredited Investors”") whothat deliver a letter in the form of Exhibit D-1 to the Indenture. In connection with the sale of the Offered Notes, the Company has prepared a preliminary confidential offering memorandum dated April 28, 2003 (including any exhibits thereto, the "Preliminary Memorandum") and a final confidential offering memorandum dated the date hereof (including any exhibits, amendments or supplements thereto, the "Final Memorandum", and each of the Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Offered Notes, the terms of the offering, and a description of the Trust. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser's right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. During the initial Interest Accrual Period, the Class A Notes shall bear interest at a rate equal to 1.8675% per annum, the Class B Notes shall bear interest at a rate equal to 2.5175% per annum, the Class C-1 Notes will bear interest at 3.5675% per annum and the Class C-2 Notes will bear interest at 5.1440% per annum. For each caseInterest Accrual Period thereafter, are “qualified purchasers” (“Qualified Purchasers”) for purposes the Class A Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 0.55% per annum, the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 1.20% per annum, the Class C-1 Notes will bear interest at a per annum rate equal to the then applicable LIBOR plus 2.25% per annum and the Class C-2 Notes will bear interest at a rate of Section 3(c)(7) under the Investment 5.144% per annum. The Company Act of 1940hereby agrees with you, as amended (the “1940 Act”).Initial Purchaser, as follows:

Authorization of Notes. Hercules Technology Growth Capital, Inc. (the “Company”), as sole member of Hercules Capital Funding 20122014-1 LLC (the “Trust Depositor”), has duly authorized the sale of the 3.323.524% Asset-Backed Notes (the “Notes”) of Hercules Capital Funding Trust 20122014-1, a Delaware statutory trust (the “Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10October 1, 20122014, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10October 1, 20122014. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “Indenture”), between the Trust and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Agreement, the Sale and Servicing Agreement and the Indenture are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).

Authorization of Notes. Hercules Technology Growth CapitalKCAP Financial, Inc. (the “Company”), as sole member designated manager of Hercules Capital KCAP Senior Funding 2012-1 I Holdings, LLC (the “Trust Depositor”)) and the Issuer, has duly authorized the sale of the 3.32% Asset-Backed KCAP SENIOR FUNDING I, LLC Notes, consisting of the Class A-1 Notes, the Class B-1 Notes, the Class C-1 Notes and the Class D-1 Notes (collectively, the “Offered Notes”) and the Subordinated Notes (the “Subordinated Notes” and, together with the Offered Notes, the “Notes”) of Hercules Capital Funding Trust 2012-1KCAP SENIOR FUNDING I, LLC, a Delaware statutory trust limited liability company (the “TrustIssuer”). The Offered Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The 105,250,000 and the Subordinated Notes will be offered issued in an aggregate principal amount of $34,750,000. The Offered Notes will be secured by the Trust pursuant to assets of the Memoranda (as defined below)Issuer. The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10, 2012, as amended and restated as Depositor will be the sole equity member of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust AgreementIssuer. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date June 18, 2013 (the “Indenture”), between the Trust Issuer and U.S. Bank National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Trust. The primary assets of the Trust Issuer will be a pool of senior commercial loans made to life sciences companies and technology companies and secured by security bank loans, or participation interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates therein (collectively, the “LoansCollateral Obligations”). The Trust Depositor will acquire loans from On the Closing Date, the Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey sell and/or contribute to the Trust, without recourse, Depositor all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds Company in and to the initial Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Notes Depositor in and to the initial Collateral Obligations pursuant to a Master Loan Sale Agreement, to be dated as of June 18, 2013 (the “Master Loan Sale Agreement”), between the Company, the Depositor and the issuance of the Certificate to the Trust DepositorIssuer. Pursuant to the Indenture, as security for the indebtedness represented by the Offered Notes, the Trust Issuer will pledge and grant to the Trustee a security interest in the LoansCollateral Obligations, and its rights under the Master Loan Sale and Contribution Agreement Agreement. The Collateral Obligations will be managed by KCAP Financial, Inc., in its capacity as collateral manager (the “Collateral Manager”) pursuant to a Collateral Management Agreement, to be dated as of June 18, 2013 (the “Collateral Management Agreement”), between the Issuer and the Sale Collateral Manager. The Issuer has retained U.S. Bank National Association (in such capacity, the “Collateral Administrator”), to perform certain administrative duties with respect to the Collateral Obligations pursuant to a Collateral Administration Agreement, to be dated as of June 18, 2013 (the “Collateral Administration Agreement”), between the Issuer, the Collateral Manager and Servicing Agreementthe Collateral Administrator. This Note Purchase Agreement (the “Agreement”), the Trust Master Loan Sale Agreement, the Sale and Contribution AgreementIndenture, the Sale and Servicing Collateral Management Agreement and the Indenture Collateral Administration Agreement are referred to collectively herein as the “Transaction Documents.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing AgreementIndenture. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), (i) to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), (ii) in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and (iii) to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).. In connection with the sale of the Offered Notes, the Company has prepared a preliminary offering circular dated April 3, 2013 (including any exhibits thereto and all information incorporated therein by reference, the “Preliminary Offering Circular”), a second preliminary offering circular dated May 3, 2013 (including any exhibits thereto and all information incorporated therein by reference, the “Second Preliminary Offering Circular”), and a final offering circular dated June 16, 2013 (including any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the “Final Offering Circular”, and each of the Preliminary Offering Circular, the Second Preliminary Offering Circular and the Final Offering Circular, collectively the “Offering Circular”) including a description of the terms of the Offered Notes, the terms of the offering, and the Issuer. It is understood and agreed that the close of business on June 16, 2013 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Second Preliminary Offering Circular and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. During each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 1.50% per annum, the Class B-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.25% per annum, the Class C-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 4.25% per annum, and the Class D-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 5.25% per annum. Each of the Company, the Depositor and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation (the “CompanyOriginator”), as the sole member of Hercules Capital Funding 20122018-1 LLC LLC, a Delaware limited liability company (the “Trust Depositor”), has duly authorized which is the sale sole holder of the 3.32% Asset-Backed Notes (the “Notes”) trust certificate of Hercules Capital Funding Trust 20122018-1, a Delaware statutory trust (the “TrustIssuer”), has authorized the sale by the Issuer of the 4.605% Series 2018-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Notes will be issued by the Trust Issuer in an aggregate principal amount of $129,300,000200,000,000. The Notes will be offered by the Trust Issuer pursuant to the Memoranda (as defined below). The Trust Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 10June 11, 20122018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor and Depositor, Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”) ), and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 10June 11, 20122018. In addition to the Notes, the Trust Issuer is issuing a Trust Certificate trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the TrustIssuer. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (the “Indenture”), between the Trust Issuer and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the TrustIssuer. The primary assets of the Trust Issuer will be a pool of senior commercial secured loans made to life sciences companies and technology companies (including participations therein) and secured by security interests in certain assets of those companies, originated or acquired by the Company Originator or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans Loans from the Company Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Company Originator and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the TrustIssuer, Hercules Capital, Inc., as the Companyseller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the TrustIssuer, without recourse, all of its right, title and interest in the Loans in consideration for the TrustIssuer’s payment of a portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust Issuer will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. This Note Purchase Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Agreement, the Sale and Servicing Agreement Agreement, and the Indenture are referred to collectively herein as the “Transaction Documents.” For purposes of the Credit Risk Retention Rules (as defined below), the Originator is also the sponsor of the securitization transaction being undertaken by the Issuer pursuant to the Transaction Documents. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”), ) and in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”).