Hercules Technology Growth Capital, Inc. Four Palo Alto Square Palo Alto, CA 94306 February 22, 2005Hercules Technology Growth Capital Inc • May 17th, 2005
Hercules Technology Growth Capital, Inc. (the “Company”) and Farallon Capital Management, L.L.C. (“Farallon”) hereby agree as follows:
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT by and between: HERCULES TECHNOLOGY GROWTH CAPITAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Dated: May , 2005Transfer Agency and Registrar Services Agreement • May 17th, 2005 • Hercules Technology Growth Capital Inc • New York
This Transfer Agency and Registrar Services Agreement (the “Agreement”), dated as of May , 2005 is between Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”) and American Stock Transfer & Trust Company, a New York corporation (“AST”).
HERCULES TECHNOLOGY GROWTH CAPITAL, INC. Common Stock Underwriting AgreementUnderwriting Agreement • May 17th, 2005 • Hercules Technology Growth Capital Inc • New York
Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (the “Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
CUSTODIAN AGREEMENT (FOREIGN AND DOMESTIC SECURITIES)Custodian Agreement • May 17th, 2005 • Hercules Technology Growth Capital Inc • California
This Custodian Agreement is made by and between Hercules Technology Growth Capital, Inc. (“Principal”) and UNION BANK OF CALIFORNIA, N.A. (“Custodian”). Principal desires that Custodian hold and administer on behalf of Principal certain Securities (as herein defined). Custodian is willing to do so on the terms and conditions set forth in this Agreement. Accordingly, Principal and Custodian agree as follows:
Hercules Technology Growth Capital, Inc. Four Palo Alto Square Palo Alto, CA 94306 February 22, 2005Hercules Technology Growth Capital Inc • May 17th, 2005
CREDIT AGREEMENT Dated as of April 12, 2005 among HERCULES TECHNOLOGY GROWTH CAPITAL, INC., as Company, ALCMENE FUNDING L.L.C., as a Lender and as Administrative Agent and The Other Lenders now, or that may hereafter become, Party HeretoCredit Agreement • May 17th, 2005 • Hercules Technology Growth Capital Inc • New York
This CREDIT AGREEMENT is entered into as of April 12, 2005, among HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (the “Company”), the Lenders now, or that may hereafter become, party hereto and ALCMENE FUNDING L.L.C., as a Lender and as Administrative Agent.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 17th, 2005 • Hercules Technology Growth Capital Inc • New York
Pursuant to the Credit Agreement dated as of the date hereof (as amended, supplemented or modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement) by and among Grantor, as the borrower, the Lenders party thereto and Alcmene Funding, L.L.C., as a Lender and the Administrative Agent (in such capacity, the “Administrative Agent”), Secured Party and the other Lenders, if any, have agreed to make the Loans to Grantor. In order to induce Secured Party and the other Lenders, if any, to make the Loans, Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, Grantor hereby agrees as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • May 17th, 2005 • Hercules Technology Growth Capital Inc • New York
This SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of February 2, 2004 among Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”), and each of the investors listed on Schedule 1 hereto (each a “Subscriber”, and collectively, the “Subscribers”).
