Common use of Authorization of Notes Clause in Contracts

Authorization of Notes. Hercules Capital, Inc., a Maryland corporation (the “Originator”), as the sole member of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), 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 Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. 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 Issuer and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior 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 by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 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, 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”).

Authorization of Notes. Hercules Capital, Inc., a Maryland corporation Horizon Technology Finance Corporation (the “OriginatorCompany”), as the sole member of Hercules Capital Horizon Funding 20192013-1 LLC, a Delaware limited liability company LLC (the “Trust Depositor”), which is has duly authorized the sole holder sale of the trust certificate 3.00% Asset-Backed Notes (the “Notes”) of Hercules Capital Horizon Funding Trust 20192013-1, a Delaware statutory trust (the “IssuerTrust”), 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 Issuer Trust in an aggregate principal amount of $250,000,00090,000,000. The Notes will be offered by the Issuer Trust pursuant to the Memoranda (as defined below). The Issuer Trust was formed pursuant to (i) a Trust Agreement, dated as of December 20June 18, 20182013, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor, 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 20June 18, 20182013. In addition to the Notes, the Issuer Trust is issuing a trust certificate Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the IssuerTrust. 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 Issuer Trust and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the IssuerTrust. The primary assets of the Issuer Trust will be a pool of senior secured commercial loans made to life sciences companies, technology companies, healthcare companies and technology cleantech companies (including participations therein) and secured by security interests in certain assets of those companies, originated by the Originator Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans loans from the Originator Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Originator 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 IssuerTrust, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the IssuerTrust, without recourse, all of its right, title and interest in the Loans in consideration for the IssuerTrust’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 Issuer 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, 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 CapitalNewStar Financial, Inc., a Maryland corporation Inc. (the “OriginatorCompany”), as the sole member designated manager of Hercules Capital Funding 2019NewStar Commercial Loan LLC 2009-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is has duly authorized the sole holder sale of the trust certificate NewStar Commercial Loan Trust 2009-1 Notes, consisting of Hercules Capital Funding 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 NewStar Commercial Loan Trust 20192009-1, a Delaware statutory trust (the “IssuerTrust”), 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 Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer Trust was formed pursuant to (i) a Trust Agreement, dated as of December 20November 30, 2018, as 2009 and amended and restated as of the Closing Date (as defined below) on January 7, 2010 (the “Trust Agreement”) between the Trust Depositor, 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 20November 30, 20182009. 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 Issuer Trust is issuing a trust certificate 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 IssuerTrust. 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 Issuer Trust and U.S. Bank National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer Trust will be a pool of senior secured loans made to life sciences companies and technology companies (including participations therein) and secured by security commercial loans, or interests in certain assets of those companiesthereon, originated or purchased by the Originator or its affiliates Company (collectively, the “Loans”). The Trust Depositor will acquire the Loans from the Originator 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 Originator 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 IssuerTrust, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)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 IssuerTrust, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’s payment of a 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 Issuer 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, 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 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”) 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”). 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., a Maryland corporation Inc. (the “OriginatorCompany”), as the sole member of Hercules Capital Funding 20192012-1 LLC, a Delaware limited liability company LLC (the “Trust Depositor”), which is has duly authorized the sole holder sale of the trust certificate 3.32% Asset-Backed Notes (the “Notes”) of Hercules Capital Funding Trust 20192012-1, a Delaware statutory trust (the “IssuerTrust”), 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 Issuer Trust in an aggregate principal amount of $250,000,000129,300,000. The Notes will be offered by the Issuer Trust pursuant to the Memoranda (as defined below). The Issuer Trust was formed pursuant to (i) a Trust Agreement, dated as of December 2010, 20182012, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor, 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 2010, 20182012. In addition to the Notes, the Issuer Trust is issuing a trust certificate Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the IssuerTrust. 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 Issuer Trust and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the IssuerTrust. The primary assets of the Issuer Trust will be a pool of senior secured commercial 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 Originator Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans loans from the Originator Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Originator 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 IssuerTrust, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the IssuerTrust, without recourse, all of its right, title and interest in the Loans in consideration for the IssuerTrust’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 Issuer 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, 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 Capital, Inc., a Maryland corporation TICC Capital Corp. (the “OriginatorCompany”), as designated manager of the sole member Issuer, has duly authorized the sale of Hercules Capital Funding 2019the TICC CLO 2012-1 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 TICC CLO 2012-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Offered Notes will be issued by the Issuer in an aggregate principal amount of $250,000,000. 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 Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as assets of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate Company will be issued pursuant to the Trust Agreementsole equity member of the Issuer. 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 U.S. The Bank of New York Mellon Trust Company, National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior secured loans made to life sciences companies and technology companies (including participations therein) and secured by security bank loans, or participation interests in certain assets of those companies, originated by the Originator or its affiliates therein (collectively, the “LoansCollateral Obligations”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of On the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)Date, the Trust Depositor, and the Trustee, the Trust Depositor Company will sell, transfer and convey sell to the Issuer, without recourse, Issuer all of its right, title and interest in and to the Loans in consideration for initial Collateral Obligations owned by the Issuer pursuant to a Master Loan Sale Agreement, to be dated as of August 23, 2012 (the “Master Loan Sale Agreement”), between the Company and the Issuer’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 Offered Notes, the 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 Agreement, Collateral Management Agreement and the Indenture Collateral Administration Agreement 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 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) and 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 Capital, Inc., a Maryland corporation (the “Originator”), as the sole member of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), The Seller has authorized the sale issuance by the Issuer of the 4.703% Series 2019National Auto Finance 1998-1 Fixed Rate Notes Trust (the “Notes”"Trust") of $85,200,000 of 5.88% Class A Automobile Receivables-Backed Notes, Series 1998-1 (the Issuer"Notes"). The Notes will evidence indebtedness of the Trust to be issued by the Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December January 20, 20181998 (the "Trust Agreement"), between the Seller and Wilmington Trust Company, a Delaware corporation, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. 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 Issuer Owner Trustee and U.S. ▇▇▇▇▇▇ Trust and 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 Issuer. The primary assets of the Issuer will be a pool of senior 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 by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator Underwriter pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 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, 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 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”) and in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”"Closing Date").

Authorization of Notes. The Issuer will authorize the issue and sale of $150,000,000 aggregate principal amount of its Senior Secured Notes due July 20, 2031 (the “Notes”). The Notes will be issued by the Issuer pursuant to an indenture (as the same may be amended, supplemented or otherwise modified from time to time, the “Indenture”), dated as of June 22, 2022, by and among the Issuer and U.S. Bank Trust Company, National Association (“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 shall be issued in accordance with the Indenture and backed by a portfolio of Loan Assets and Related Property. The Issuer, the Depositor and ▇▇▇▇▇▇▇▇ are referred to herein each, as a “Securitization Party” and collectively, as the “Securitization Parties”. On the Closing Date, the Issuer will enter into a sale and servicing agreement (as the same may be amended, supplemented or otherwise modified, the “Sale and Servicing Agreement”), dated as of the Closing Date, by and among the Issuer, 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 (the “OriginatorHercules”), in its capacity as the sole member of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company seller and the servicer thereunder (the “Trust DepositorServicer”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1U.S. Bank, a Delaware statutory trust (the “Issuer”), 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 Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor, Wilmington Trust, National Association, its capacities as the owner trustee (Trustee and the “Owner Trustee”)paying agent thereunder, and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on December 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. 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 Issuer and U.S. Bank National Association, Association (“USBNA”) in its capacities as the trustee (backup servicer and the “Trustee”). The Notes custodian thereunder, pursuant to which, among other things, the Depositor will be secured by convey and contribute to the assets Issuer the Loan Assets and Related Property and the Servicer will perform the servicing duties specified therein in respect of the IssuerLoan Assets. The primary assets of On the Issuer will be a pool of senior 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 by the Originator or its affiliates (collectivelyClosing Date, the “Loans”). The Trust Depositor will acquire Loans from enter into a sale and contribution agreement (as the Originator pursuant to a Sale and Contribution Agreementsame may be amended, to be dated as of the Closing Date (supplemented or otherwise modified, the “Sale and Contribution Agreement”) between the Originator and the Trust Depositor. Pursuant to a Sale and Servicing Agreement), to be dated as of the Closing Date (Date, by and between the “Sale and Servicing Agreement”), among the Issuer, Hercules Capital, Inc.Depositor, as the seller purchaser, and Hercules, as the servicer (the “Servicer”)seller, the Trust Depositorpursuant to which, among other things, Hercules will convey and the Trustee, the Trust Depositor will sell, transfer and convey contribute to the Issuer, without recourse, all of its right, title Depositor the Loan Assets and interest in the Loans in consideration for the Issuer’s payment of a portion of the proceeds of the Related Property. The Notes will be offered and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the 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, 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 sold by the Issuer to the Purchasers 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 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 Section 4(a)(2) thereof. Capitalized terms used and not otherwise defined herein shall have the 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 the Sale and Servicing Agreement or the Indenture, as applicable. The rules of construction set forth in Section 15.3 hereof shall govern for all purposes 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”)this Agreement.

Authorization of Notes. Hercules CapitalThe Companies will authorize the issue and sale of the following: (a) their senior secured fixed rate term promissory notes (any such term promissory notes which have been issued pursuant to any provision of this Agreement, Inc.and any such term promissory notes which may be issued in substitution or exchange therefore, a Maryland corporation (herein, collectively, the “OriginatorTerm Notes”)) in the aggregate principal amount of $20,000,000, as to be dated the sole member date of Hercules Capital Funding 2019-1 LLCissue thereof, to mature June 20, 2021, to bear interest on the unpaid principal balance thereof from the date thereof until the principal thereof shall have become due and payable (a) at a Delaware limited liability company rate per annum equal to 7.80% and (b) at the Default Rate on the occurrence and during the continuance of an Event of Default; such senior secured fixed rate term promissory notes to be substantially in the form of Exhibit A-1 attached hereto, and (b) their senior secured floating rate revolving promissory notes (any such revolving promissory notes which have been issued pursuant to any provision of this Agreement, and any such revolving promissory notes which may be issued in substitution or exchange therefore, herein, collectively, the “Trust DepositorRevolving Notes”); and together with the Term Notes, which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1collectively, a Delaware statutory trust (the “Issuer”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate Notes (the “Notes”) of in the Issuer. The Notes will be issued by the Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture15,000,000, to be dated as the date of the Closing Date (the “Indenture”), between the Issuer and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior 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 by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreementissue thereof, to be dated as due and payable in full on the Revolving Commitment Termination Date, to bear interest on the unpaid principal balance thereof from time to time outstanding until the principal thereof shall become due and payable (a) at a rate per annum equal to (I) the Adjusted LIBO Rate plus the Applicable Margin with respect to LIBOR Loans or (II) the Base Rate plus the Applicable Margin with respect to Base Rate Loans and (b) at the Default Rate on the occurrence and during the continuance of an Event of Default; such senior secured floating rate revolving promissory notes to be substantially in the Closing Date form of Exhibit A-2. (the “Sale c) Certain capitalized and Contribution Agreement”) between the Originator and the Trust Depositor. Pursuant other terms used in this Agreement are defined in Schedule B. References to a Sale and Servicing Agreement, “Schedule” and/or “Exhibit” are references to be dated as a Schedule and/or Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of the Closing Date (the “Sale and Servicing Agreement”), among the Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 Issuer will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution this 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 Documentsunless otherwise specified.” 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”).

Authorization of Notes. Hercules Capital, Inc., a Maryland corporation TICC Capital Corp. (the “OriginatorCompany”), as the sole member designated manager of Hercules TICC Capital Funding 2019Corp. 2011-1 Holdings, LLC (the “Depositor”) and the Issuer, has duly authorized the sale of the 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 TICC CLO LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Offered Notes will be issued by the Issuer in an aggregate principal amount of $250,000,000101,250,000 and the Subordinated Notes will be issued in an aggregate principal amount of $123,750,000. The Notes will be offered secured by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as assets of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate Depositor will be issued pursuant to the Trust Agreementsole equity member of the Issuer. 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 U.S. The Bank of New York Mellon Trust Company, National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior secured loans made to life sciences companies and technology companies (including participations commercial middle market loans, or participation interests therein) and secured by security interests in certain assets of those companies, originated or purchased by the Originator or its affiliates Company (collectively, the “LoansCollateral Obligations”). The Trust Depositor Company will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey sell and/or contribute to the Issuer, without recourse, Depositor all of its right, title and interest of the Company in and to the Loans Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Depositor in consideration for 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 Issuer’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 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 Agreement, Collateral Management Agreement and the Indenture Collateral Administration Agreement 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 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) and 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 Capital, Inc., a Maryland corporation (the “Originator”), as the sole member of Hercules Capital Funding 20192018-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 20192018-1, a Delaware statutory trust (the “Issuer”), has authorized the sale by the Issuer of the 4.7034.605% Series 20192018-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Notes will be issued by the Issuer in an aggregate principal amount of $250,000,000200,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 20June 11, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20June 11, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. 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 Issuer and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior 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 by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 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, 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”).

Authorization of Notes. Hercules Capital, Inc., a Maryland corporation (The Company hereby authorizes the “Originator”), as the sole member issuance and sale of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), 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 Issuer in an aggregate principal amount of $250,000,0001,000,000 in the form of convertible subordinated unsecured notes (the "Note" or "Notes") to be issued to _________________________. Each Note issued hereunder will be dated the date purchased by you hereunder, will mature on June [ ], 2004, will bear interest on its unpaid principal balance from the date of issuance at the rate of ten percent (10%) per annum, payable quarterly, beginning September 30, 2001, out of available cash flow from operations as determined by the Company's Board of Directors, or if not paid but accrued, will be paid at the next fiscal quarter or at maturity. If the interest is not paid quarterly, but is accrued, interest for subsequent quarters shall be computed based upon the unpaid principal balance and accrued interest during the quarter for which such interest computation is performed. Each fiscal quarter, the Board of Directors will determine if sufficient cash flow exists to make the interest payments, and if, in their determination, sufficient cash flow does not exist to make the payments, the interest will accrue until the next fiscal quarter when a similar determination will be made. The failure to pay interest on the Notes will be offered by the Issuer pursuant prior to the Memoranda (as defined below)maturity date will not constitute an Event of Default. The Issuer was formed pursuant to (i) a Trust AgreementNoteholder, dated as of December 20at his option, 2018, as amended may convert the principal and restated as any accrued and unpaid interest into fully paid and non-assessable shares of the Closing Date (as defined below) (Common Stock on the “Trust Agreement”) between the Trust Depositor, Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”), terms and (ii) a Certificate conditions set forth in Section 8 of Trust filed with the Secretary of State of the State of Delaware on December 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate will be issued pursuant to the Trust this Note Agreement. The Notes will be issued have the other terms and provisions provided herein and in the form of Note attached hereto as Exhibit 1 to this Schedule A. The --------- ---------- term "Note" or "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. The Note is an Indenture, to be dated as unsecured obligation of the Closing Date Company subordinated in right of payment to the extent of the principal amount (the “Indenture”and premium, if any), between and interest on, all senior indebtedness (however defined in any debt instrument) of the Issuer and U.S. Bank National AssociationCompany, as outstanding at any time during the trustee (term of the “Trustee”)Note. The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior secured loans made to life sciences companies and technology companies Note is convertible into Company common stock (including participations therein) and secured by security interests in certain assets of those companies, originated by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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”"Common Stock"), among the Issuer, Hercules Capital, Inc., $.001 par value per share as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 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, and the Indenture are referred to collectively herein as the “Transaction Documentsdescribed herein.” 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”).

Authorization of Notes. Hercules Capital▇▇▇▇▇ Capital BDC, Inc., a Maryland corporation Inc. (the “OriginatorCompany”), as designated manager of ▇▇▇▇▇ Capital BDC 2010-1 Holdings LLC (the sole member “Depositor”), has duly authorized the sale of Hercules the ▇▇▇▇▇ Capital Funding 2019BDC 2010-1 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 ▇▇▇▇▇ Capital BDC 2010-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Class A Notes will be issued by the Issuer in an aggregate principal amount of $250,000,000174,000,000, 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 Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as assets of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate Depositor will be issued pursuant to the Trust Agreementsole equity member of the Issuer. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date July 16, 2010 (the “Indenture”), between the Issuer and U.S. Bank National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior secured loans made to life sciences companies and technology companies (including participations commercial middle market loans, or participation interests therein) and secured by security interests in certain assets of those companies, originated or purchased by the Originator or its affiliates Company (collectively, the “LoansCollateral Obligations”). The Trust Depositor Company will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey sell and/or contribute to the Issuer, without recourse, Depositor all of its right, title and interest of the Company in and to the Loans Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Depositor in consideration for 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 Issuer’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 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 Agreement, Collateral Management Agreement and the Indenture Collateral Administration Agreement 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 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) and 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 American Capital Strategies, Ltd. ("American Capital" or the "Company") and ACAS Business Loan LLC, Inc., a Maryland corporation 2003-1 (the “Originator”"Trust Depositor") have duly authorized the sale of the ACAS Business Loan Trust Notes, Series 2003-1, consisting of the Class A Notes (the "Class A Notes"), as the sole member of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company Class B Notes (the “Trust Depositor”"Class B Notes"), which is the sole holder 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 the trust certificate of Hercules Capital Funding ACAS Business Loan Trust 20192003-1, a Delaware statutory trust (the “Issuer”), 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 Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below"Trust"). The Issuer Trust was formed pursuant to (i) a Trust Agreement, dated as of December 20May 16, 2018, as amended and restated as of the Closing Date (as defined below) 2003 (the “"Trust Agreement”) between "), among the Trust Depositor, Wilmington TrustWachovia Trust Company, National Association, as the owner trustee (the “"Owner Trustee”)") and the Company, as servicer. The Class A Notes will be issued in an aggregate initial principal amount of $184,832,000, the Class B Notes will be issued in an aggregate initial principal amount of $30,805,000, the Class C-1 Notes will be issued in an aggregate initial principal amount of $17,104,000, the Class C-2 Notes will be issued in an aggregate initial principal amount of $6,000,000 and (ii) a Certificate the Class D Note will be issued in an aggregate initial principal amount of Trust filed with the Secretary of State of the State of Delaware on December 20, 2018$69,312,449. In addition to the Notes, the Issuer 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 ownership interests in the IssuerTrust. 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 Issuer Trust and U.S. ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as the trustee Indenture Trustee (the “"Indenture Trustee”"). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer Trust will be a pool of senior secured loans made to life sciences companies and technology companies (including participations commercial business loans, or interests therein) and secured by security interests in certain assets of those companies, originated by the Originator or its affiliates Company (collectively, the “"Business Loans”"). The Trust Depositor will acquire the Business Loans from the Originator 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 Originator 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 IssuerTrust, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)Company, the Trust Depositor, Depositor and the Indenture Trustee, the Trust Depositor will sell, transfer and convey to the IssuerTrust, without recourse, all of its right, title and interest in the Business Loans in consideration for the Issuer’s payment of a 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 Issuer 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, 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 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”) 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") that 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 Interest Accrual Period thereafter, 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 5.144% per annum. The Company hereby agrees with you, as the Initial Purchaser, as follows:

Authorization of Notes. Hercules Capital, Inc., a Maryland corporation This Purchase Agreement (the this “OriginatorAgreement”), as the sole member of Hercules Capital Funding 2019) is entered into among StepStone CLO 2024-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust I LLC (the “Issuer”), has authorized a Delaware limited liability company, ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”), as initial purchaser (in such capacity, the sale by “Initial Purchaser”) and StepStone Private Credit Fund LLC, a limited liability company formed under the Issuer laws of Delaware, as the 4.703% Series 2019-1 Fixed Rate Notes retention holder (the “NotesRetention Holder”). (i) of the Issuer. The Class B Senior Secured Floating Rate Notes will Due 2037, to be issued by the Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 20, 2018, as amended and restated as of the Closing Date (as defined below) 30,000,000 (the “Trust AgreementClass B Notes” and, together with the Class A Notes, the “Secured Notes”) between the Trust Depositor, Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”), and (ii) a Certificate Subordinated Notes due 2037, to be issued in an aggregate principal amount of Trust filed $96,360,000 (the “Subordinated Notes” and, together with the Secretary of State Secured Notes, the “Notes” or the “Offered Securities”). The Class B Notes and the Subordinated Notes are referred to collectively as the “Direct Placement Notes”. Any reference herein to the sale of the State Purchased Notes to or by the Initial Purchaser shall include the distribution of Delaware on December 20such Purchased Notes. Additionally, 2018the Direct Placement Notes may be offered and sold directly by the Issuer through ▇▇▇▇▇ Fargo, as settlement agent, and ▇▇▇▇▇ Fargo will have no ownership interest in or title to such Direct Placement Notes prior to their purchase by purchasers; provided that ▇▇▇▇▇ Fargo shall have the right, as agent of the Issuer and in order to facilitate settlement, (a) to receive from the Issuer, the Direct Placement Notes issuable to such investor and (b) to deliver to such investor the Direct Placement Notes so received from the Issuer for issuance to such investor. In addition With respect to the any Direct Placement Notes, the Issuer is issuing a trust certificate (acknowledges and agrees that ▇▇▇▇▇ ▇▇▇▇▇ will perform purely ministerial functions to facilitate the “Certificate”)settlement of the Direct Placement Notes. The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate will be issued pursuant Under no circumstances ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇’s role as settlement agent obligate ▇▇▇▇▇ Fargo to act as initial purchaser, placement agent or underwriter with respect to the Trust AgreementDirect Placement Notes (nor will it act in any such capacity) or result in any liability to ▇▇▇▇▇ Fargo with respect thereto. The Notes will be issued pursuant to an Indenture, to be dated as of January 15, 2025 (the “Closing Date Date”) (the “Indenture”), between the Issuer and U.S. Bank UMB Bank, National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior secured bank loans made to life sciences companies and technology companies (including participations participation interests therein) and secured by security interests in certain assets of those companies, originated or purchased by the Originator Retention Holder or its the Issuer and their respective affiliates (collectively, the “LoansCollateral Obligations”). The Trust Depositor will acquire Loans from the Originator pursuant Pursuant to a master loan sale agreement, to be dated as of the Closing Date (as amended from time to time, the “Master Loan Sale Agreement”), among the Retention Holder, as seller, and Contribution Agreementthe Issuer, as purchaser, the Retention Holder will transfer, without recourse, all of its right, title and interest to certain of the Collateral Obligations to the Issuer. Pursuant to a master participation agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Originator and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Master Participation Agreement”), among the Issuer, Hercules Capitalthe Retention Holder and various wholly-owned subsidiaries of the Retention Holder (each, Inc., as the seller and as the servicer (the a “ServicerFinancing Subsidiary”), the Trust Depositor, each Financing Subsidiary and the Trustee, the Trust Depositor Retention Holder will sell, transfer and convey (x) sell directly to the Issuer, without recourse, all Issuer the Closing Date Participation Interests and (y) agree to cause the elevation of its right, title and interest in the Loans in consideration for the Issuer’s payment of a portion each such Closing Date Participation Interests to an assignment pursuant to terms of the proceeds of the Notes and the issuance of the Certificate to the Trust DepositorMaster Participation Agreement. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Loans, Collateral Obligations and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreementother assets (other than any Margin Stock). This Note Purchase Agreement The Collateral Obligations will be managed by StepStone Private Credit Fund LLC (in such capacity, the “Collateral Manager”) pursuant to a Collateral Management Agreement, to be dated as of the Closing Date (as amended from time to time, the “Collateral Management Agreement”), between the Trust Issuer and the Collateral Manager. The Issuer will retain UMB 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 the Closing Date (as amended from time to time, the “Collateral Administration Agreement”), among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Master Loan Sale and Contribution Agreement, the Sale and Servicing Master Participation Agreement, the Indenture, the Collateral Management Agreement, the Securities Account Control Agreement, the Retention of Net Economic Interest Letter and the Indenture Collateral Administration Agreement 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 AgreementIndenture or the Second Preliminary Offering Circular (as defined below). The Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to (i) other than the Subordinated Notes, to persons that are both (x) “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”), or entities owned exclusively by Qualified Purchasers and (y) non-United States persons in reliance on Regulation S under the Securities Act (“Regulation S”) and (ii) persons that are both (x) either (A) “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“QIBs”) and or (B) solely in offshore transactions to non-U.S. persons the case of Notes issued as Certificated Notes, institutional “accredited investors” (as defined in reliance on Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities Act Act) (“Regulation SInstitutional Accredited Investors”)) and (y) Qualified Purchasers or entities owned exclusively by Qualified Purchasers.

Authorization of Notes. Hercules CapitalKCAP Financial, Inc., a Maryland corporation Inc. (the “OriginatorCompany”), as designated manager of KCAP Senior Funding I Holdings, LLC (the sole member “Depositor”) and the Issuer, has duly authorized the sale of Hercules Capital Funding 2019-1 the 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 KCAP SENIOR FUNDING I, LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Offered Notes will be issued by the Issuer in an aggregate principal amount of $250,000,000. 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 Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as assets of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate Depositor will be issued pursuant to the Trust Agreementsole equity member of the Issuer. The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date June 18, 2013 (the “Indenture”), between the Issuer and U.S. Bank National Association, as the trustee Trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior secured loans made to life sciences companies and technology companies (including participations therein) and secured by security bank loans, or participation interests in certain assets of those companies, originated by the Originator or its affiliates therein (collectively, the “LoansCollateral Obligations”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of On the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)Date, the Trust Depositor, and the Trustee, the Trust Depositor Company will sell, transfer and convey sell and/or contribute to the Issuer, without recourse, Depositor all of its right, title and interest of the Company in and to the Loans initial Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Depositor in consideration for 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 Issuer’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 Offered Notes, the 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 Agreement, Collateral Management Agreement and the Indenture Collateral Administration Agreement 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 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) and 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., a Maryland corporation Inc. (the “OriginatorCompany”), as the sole member of Hercules Capital Funding 20192014-1 LLC, a Delaware limited liability company LLC (the “Trust Depositor”), which is has duly authorized the sole holder sale of the trust certificate 3.524% Asset-Backed Notes (the “Notes”) of Hercules Capital Funding Trust 20192014-1, a Delaware statutory trust (the “IssuerTrust”), 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 Issuer Trust in an aggregate principal amount of $250,000,000129,300,000. The Notes will be offered by the Issuer Trust pursuant to the Memoranda (as defined below). The Issuer Trust was formed pursuant to (i) a Trust Agreement, dated as of December 20October 1, 20182014, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor, 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 20October 1, 20182014. In addition to the Notes, the Issuer Trust is issuing a trust certificate Trust Certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the IssuerTrust. 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 Issuer Trust and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the IssuerTrust. The primary assets of the Issuer Trust will be a pool of senior secured commercial 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 Originator Company or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans loans from the Originator Company pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the Originator 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 IssuerTrust, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)Company, the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the IssuerTrust, without recourse, all of its right, title and interest in the Loans in consideration for the IssuerTrust’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 Issuer 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, 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 Capital, Inc., a Maryland corporation (The Company will authorize the “Originator”), as the sole member issue and sale of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed its Senior Secured Floating Rate Notes due 2029 (the “Notes”) of in the Issuerprincipal amount set forth opposite the respective Purchaser’s name on the Purchaser Schedule hereto. The Notes will be issued by the Issuer in an aggregate principal amount of for all Notes issued hereunder shall be $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust 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 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate will be issued pursuant to the Trust Agreement60,000,000. The Notes will be issued pursuant to an Indenture, to be the Indenture dated as of December 27, 2023 (as amended, supplemented and otherwise modified from time to time prior to the Closing Date date hereof, the “Base Indenture”), as supplemented by the Fifth Supplemental Indenture (together with the Base Indenture, the “Indenture”), between among the Issuer Company, each of the Notes Guarantors party thereto and U.S. Bank Trust Company, National Association, as the trustee (in such capacity, the “Trustee”), collateral agent (in such capacity, the “Collateral Agent”) and calculation agent (in such capacity, the “Calculation Agent”), and will be guaranteed on a senior secured basis by the Notes Guarantors (the “Guarantees” and, together with the Notes, the “Securities”). Certain capitalized and other terms used in this Agreement are defined in Schedule A; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Any capitalized term used, but not defined, herein shall have the meaning given to such term in the Indenture. The Notes, the $520,000,000 aggregate principal amount of the Senior Secured Floating Rate Notes due 2029 issued by the Company on December 27, 2023 pursuant to the Indenture and the $120,000,000 aggregate principal amount of the Senior Secured Floating Rate Notes due 2029 issued by the Company on June 12, 2024 pursuant to the Indenture (collectively, the “Existing Notes”) will be treated as a single series of securities for all purposes under the Indenture. The Notes will have identical terms to the Existing Notes (other than the date of original issuance and the issue price). The Notes will be secured by issued with the assets of the Issuer. The primary assets of the Issuer will be a pool of senior 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 by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., same CUSIP as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 Existing Notes, the 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, 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”).

Authorization of Notes. Hercules CapitalThis Purchase and Placement Agreement (this “Agreement”) is entered into among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BDC SPV III, Inc., a Maryland corporation (the “Originator”), as the sole member of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company (the “Trust DepositorIssuer”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1as initial purchaser (in such capacity, a Delaware statutory trust (the “IssuerInitial Purchaser”). The Issuer proposes that, has authorized subject to the sale by terms and conditions stated in this Agreement, the Issuer of sell to the 4.703% Series 2019-1 Fixed Initial Purchaser U.S.$2,000,000 Class X Senior Secured Floating Rate Notes (the “Class X Notes”) of ), U.S.$175,500,000 Class A Senior Secured Floating Rate Notes (the Issuer. The “Class A Notes”), U.S.$37,500,000 Class B Senior Secured Floating Rate Notes will be issued by (the Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by “Class B Notes” and, together with the Issuer pursuant to Class A Notes, the Memoranda (as defined below“Secured Notes”). The Issuer was formed pursuant will also issue and sell directly to (i) a Trust Agreementthe initial investors therein, dated as of December 20, 2018, as amended and restated as of the Closing Date (as defined below) U.S.$81,970,000 Subordinated Notes (the “Trust Agreement”) between the Trust DepositorSubordinated Notes” and, Wilmington Trust, 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 20, 2018. In addition to the Secured Notes, the Issuer is issuing a trust certificate (the “CertificateNotes”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date on or about March 14, 2024 (the “IndentureClosing Date”), between the Issuer and U.S. Bank Trust Company, National Association, as the trustee Trustee (the “Trustee”). The Issuer expects to change its name to ▇▇▇▇▇▇▇▇▇ NCDLC CLO-III, LLC on or around the Closing Date, and to issue the Notes will be secured by the assets of the Issuerunder such name. The primary assets of the Issuer will be are a pool of senior secured floating rate middle market loans made to life sciences companies and technology companies (including participations therein) and secured by security interests in certain assets of those companies, originated by the Originator or its affiliates (collectively, the “LoansCollateral Obligations”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 Secured Notes, the 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). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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.” 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 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) and solely in offshore transactions to non-U.S. persons the case of Notes issued in reliance on Regulation S certificated form, institutional “accredited investors” under clauses (1), (2), (3) or (7) of Rule 501(a) under the Securities Act (“Regulation SInstitutional Accredited Investors”) 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 Rule 159 under the Securities Act (the “Time 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 CapitalMCG Capital Corporation ---------------------- ("MCG" or the "Company") and MCG Finance III, Inc.LLC ("Finance") have duly authorized the sale of the MCG Commercial Loan Trust Notes, a Maryland corporation Series 2001-1, consisting of the Class A Notes (the “Originator”"Class A Notes"), as the sole member of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company Class B Notes (the “Trust Depositor”"Class B Notes" and together with the Class A Notes, the "Offered Notes"), which is and the sole holder Class C Notes (the "Class C Notes" and together with the Offered Notes, the "Notes") of the trust certificate of Hercules Capital Funding MCG Commercial Loan Trust 20192001-1, a Delaware statutory business trust (the “Issuer”"Trust"). The Trust was formed pursuant to a Trust Agreement dated as of December 1, has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate Notes 2001 (the “Notes”"Trust Agreement") of between Finance and Wilmington Trust Company, as owner trustee (the Issuer"Owner Trustee"). The Class A Notes will be issued by the Issuer in an aggregate initial principal amount of $250,000,000. The 229,860,000, the Class B Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as issued in an aggregate initial principal amount of December 20, 2018, as amended and restated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor, Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”)$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 20$88,408, 2018391. In addition to the Notes, the Issuer 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 IssuerTrust. 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 Issuer Trust and U.S. Wells Fargo Bank Minnesota, National Association, as the trustee Indenture Trust▇▇ (the “▇he "Indenture Trustee”"). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer Trust will be a pool of senior secured loans made to life sciences companies and technology companies (including participations commercial business loans, or interests therein) and secured by security interests in certain assets of those companies, originated or purchased by the Originator or its affiliates Company, excluding any Retained Interest (collectively, the “"Business Loans”"). The Trust Depositor Finance will acquire the Business Loans from the Originator 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 Originator 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)Trust, the Trust DepositorCompany, Finance and the Indenture Trustee, the Trust Depositor Finance will sell, transfer and convey to the IssuerTrust, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’s payment of a 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 Issuer 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, 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 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 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 2.50375% per annum and the Class B Notes shall bear interest at a rate equal to 3.65375% per annum. For each Interest Accrual Period thereafter, the 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 hereby agrees with you, as the Initial Purchaser, as follows:

Authorization of Notes. Hercules CapitalOn or before the Closing Date, Inc., a Maryland corporation (the “Originator”), as Company shall have caused to be authorized pursuant to the sole member of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company (Subordinated Indenture the “Trust Depositor”), which is the sole holder issuance of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (Series B QUIDS in the “Issuer”), 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 Issuer in an aggregate principal amount of $250,000,000309,278,400. The Notes will On or before the Second Closing Date, the Company shall have caused to be offered by the Issuer authorized pursuant to the Memoranda Subordinated Indenture the issuance of the Series B QUIDS in the additional aggregate principal amount (as defined below). The Issuer was formed the "Over-allotment Principal Amount") equal to the aggregate Liquidation Amount of the Preferred Securities and Common Securities issued by the Trust on the Second Closing Date pursuant to the exercise of the Over-allotment Option by the underwriters parties to the Underwriting Agreement, but in no event to exceed an aggregate principal amount equal to $46,391,800. Issuance and Purchase. On the basis of the covenants contained in the Subordinated Indenture, and subject to the terms and conditions herein and therein specified, the Company agrees to issue and sell to the Trust, and the Trust agrees to purchase from the Company, (i) a Trust Agreement, dated as of December 20, 2018, as amended and restated as of on the Closing Date (as defined below) (Date, the “Trust Agreement”) between Series B QUIDS in the Trust Depositor, Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”), principal amount of $309,278,400 and (ii) a Certificate of on the Second Closing Date, the Series B QUIDS in the principal amount equal to the Over-allotment Principal Amount. As compensation for the Series B QUIDS purchased on the Closing Date, the Company shall receive from the Trust filed with the Secretary of State (y) 371,136 Common Securities of the State of Delaware on December 20Trust, 2018. In addition plus (z) the net proceeds to the Notes, Trust from the Issuer is issuing a trust certificate (sale of the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate will be issued Preferred Securities pursuant to the Underwriting Agreement on the Closing Date. As compensation for the Series B QUIDS purchased on the Second Closing Date, the Company shall receive from the Trust Agreement. The Notes will be issued pursuant to an Indenture, to be dated as (A) the Common Securities of the Trust issued on the Second Closing Date and (B) the “Indenture”), between the Issuer and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior 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 by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’s payment of a portion of the net proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to from the Indenture, as security for the indebtedness represented by the Notes, the 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, and the Indenture are referred to collectively herein as the “Transaction Documents.” For purposes sale of the Credit Risk Retention Rules (as defined below), the Originator is also the sponsor of the securitization transaction being undertaken by the Issuer Preferred Securities pursuant to the Transaction Documents. Capitalized terms used herein but not otherwise defined shall have Underwriting Agreement on 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”)Second Closing Date.

Authorization of Notes. Hercules American Capital Strategies, Ltd. (“American Capital, Inc., a Maryland corporation (” or the “OriginatorCompany”), as the sole member of Hercules Capital Funding 2019-1 ) and ACAS Business Loan LLC, a Delaware limited liability company 2002–2 (the “Trust Depositor”), which is ) have duly authorized the sole holder sale of the trust certificate ACAS Business Loan Trust Notes, Series 2002–2, consisting of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust the Class A Notes (the “IssuerClass A Notes”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate 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 ACAS Business Loan Trust 2002–2, a Delaware business trust (the Issuer. The Notes will be issued by the Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below“Trust”). The Issuer Trust was formed pursuant to (i) a Trust Agreement, dated as of December 20August 1, 2018, as amended and restated as of the Closing Date (as defined below) 2002 (the “Trust Agreement”) between ), among the Trust Depositor, Wilmington TrustWachovia Trust Company, National Association, as the owner trustee (the “Owner Trustee”)) and the Company, as servicer. The Class A Notes will be issued in an aggregate initial principal amount of $105,250,000, the Class B Notes will be issued in an aggregate initial principal amount of $52,625,000 and (ii) a Certificate the Class C Note will be issued in an aggregate initial principal amount of Trust filed with the Secretary of State of the State of Delaware on December 20, 2018$52,625,000. In addition to the Notes, the Issuer 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 ownership interests in the IssuerTrust. 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 Issuer Trust and U.S. ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as the trustee Indenture Trustee (the “Indenture Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer Trust will be a pool of senior secured loans made to life sciences companies and technology companies (including participations commercial business loans, or interests therein) and secured by security interests in certain assets of those companies, originated by the Originator or its affiliates Company (collectively, the “Business Loans”). The Trust Depositor will acquire the Business Loans from the Originator 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 Originator 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 IssuerTrust, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”)Company, the Trust Depositor, Depositor and the Indenture Trustee, the Trust Depositor will sell, transfer and convey to the IssuerTrust, without recourse, all of its right, title and interest in the Business Loans in consideration for the Issuer’s payment of a 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 Issuer 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, 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 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 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 2.288750% per annum and the Class B Notes shall bear interest at a rate equal to 3.388750% per annum. For each Interest Accrual Period thereafter, the 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 hereby agrees with you, as the Initial Purchaser, as follows:

Authorization of Notes. Hercules Capital, Inc., a Maryland corporation This Note Purchase Agreement (the “Originator”), as the sole member of Hercules "Agreement") is entered into between G▇▇▇▇ Capital Funding 2019-1 BDC CLO 4 LLC, a Delaware limited liability company (the “Trust Depositor”"Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), which is (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the sole holder "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust Class C Secured Deferrable Floating Rate Notes due 2032 (the “Issuer”"Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), 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 Issuer in an aggregate principal amount of $250,000,000. The Notes which will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 20, 2018, as amended and restated as of zero on the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor, Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”), and (ii) a Certificate U.S.$108,355,000 principal amount of Trust filed Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secretary of State of the State of Delaware on December 20, 2018. In addition to the Secured Notes, the Issuer is issuing a trust certificate (the “Certificate”"Notes"). The Certificate will represent a fractional undivided beneficial interest in Class A-1 Notes, the IssuerClass A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Certificate will be issued pursuant Secured Notes being offered by the Initial Purchaser are referred to herein as the Trust Agreement"Offered Notes". The Any Subordinated Notes will be issued pursuant which the Issuer intends to an Indenture, sell directly to be dated G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Closing Date (the “Indenture”), between Direct Placement Notes solely as an accommodation to the Issuer and U.S. the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank National AssociationTrust Company Americas, as the trustee collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the “Trustee”)"Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The primary assets of the Issuer Notes will be a pool of senior 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 by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator issued pursuant to a Sale and Contribution Agreement, an Indenture (the "Indenture") to be dated as of the Closing Date (the “Sale and Contribution Agreement”) Date, between the Originator Issuer and the Deutsche Bank Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Issuer, Hercules Capital, Inc.Company Americas, as the seller and as the servicer Trustee (the “Servicer”)in such capacity, the Trust Depositor, and the "Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the LoansCollateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and its rights under entered into among the Sale Issuer, the Collateral Manager and Contribution the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Sale and Servicing Agreement. This Note Purchase Collateral Administration 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.” For purposes " * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence 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 DocumentsFunding Date. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Sale and Servicing AgreementInitial Preliminary Memorandum or the Second Preliminary Memorandum. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the “"Securities Act”"), to “"qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers” " in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“"QIBs”") and or (y) solely in offshore transactions the case of Offered Notes issued as Certificated Secured Notes, to non-U.S. persons institutional "accredited investors" (as defined in reliance on Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities Act Act) (“Regulation S”"Institutional Accredited Investors").. In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. 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. Subject to any Refinancing or Re-Pricing, 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 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. Hercules Capital, Inc., a Maryland corporation (a) The Company will authorize the “Originator”), as the sole member issue and sale of Hercules Capital Funding 2019-1 LLC, a Delaware limited liability company (the “Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer”), 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 Issuer in an $103,000,000 aggregate principal amount of its Senior Secured Notes, comprised of $250,000,00073,000,000 8.05% Series A Senior Secured Notes due August 1, 2006 and $30,000,000 8.73% Series B Senior Secured Notes due August 1, 2013 (respectively, the "Series A Notes" and the "Series B Notes" and collectively, the "Notes," each such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1(a), with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. (b) Pursuant to the Intercreditor Agreement Joinder you and the Other Purchasers will join into the Intercreditor Agreement. (c) Giving effect to the Intercreditor Agreement Joinder, the Notes will be offered secured by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a an Intercreditor and Trust Agreement substantially in the form attached hereto as Exhibit 1(c)-1 (the "Original Intercreditor Agreement"), as supplemented by the First Supplement dated as of December 20October 1, 20182000, substantially in the form attached hereto as Exhibit 1(c)-2 (the "First Intercreditor Agreement Supplement"), and by the Second Supplement Star Gas Partners, L.P. Note Purchase Agreement Petro Holdings, Inc. Petroleum Heat and Power Co., Inc. dated as of June 1, 2001, substantially in the form attached hereto as Exhibit 1(c)-3 (the "Second Intercreditor Agreement Supplement"; the Original Intercreditor Agreement, as supplemented by the First Intercreditor Agreement Supplement and the Second Intercreditor Agreement Supplement being hereinafter referred to as the "Intercreditor Agreement"), securing the Notes, the 1999 Senior Notes, the 2000 Senior Notes, other Parity Debt and the Debt outstanding under the Credit Agreement and (ii) the Security Documents referred to in the Intercreditor Agreement. (d) Giving effect to the Intercreditor Agreement Joinder, the payment of the Notes will be jointly and severally guaranteed by (i) Star Partners and Petro Holdings (collectively, the "Parent Guarantors") under and pursuant to a Guarantee Agreement, substantially in the form attached to the Original Intercreditor Agreement as Exhibit A thereto, as amended and restated as of by the Closing Date First Intercreditor Agreement Supplement (as defined below) (so amended, the “Trust "Parent Guarantee Agreement”) between the Trust Depositor, Wilmington Trust, National Association, as the owner trustee (the “Owner Trustee”"), and (ii) a Certificate the Subsidiaries of Trust filed with Petro Holdings (other than the Secretary of State of the State of Delaware on December 20, 2018. In addition to the Notes, the Issuer is issuing a trust certificate (the “Certificate”). The Certificate will represent a fractional undivided beneficial interest in the Issuer. 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 Issuer and U.S. Bank National Association, as the trustee (the “Trustee”). The Notes will be secured by the assets of the Issuer. The primary assets of the Issuer will be a pool of senior secured loans made to life sciences companies and technology companies (including participations thereinCompany) and secured by security interests in certain assets of those companies, originated by the Originator or its affiliates (collectively, the “Loans”"Subsidiary Guarantors"; the Subsidiary Guarantors together with the Parent Guarantors being hereinafter referred to collectively as the "Guarantors") under and pursuant to a Guarantee Agreement, substantially in the form attached to the Original Intercreditor Agreement as Exhibit B, as amended by the First Intercreditor Agreement Supplement (as so amended, the "Subsidiary Guarantee Agreement"). The Trust Depositor will acquire Loans from the Originator pursuant to a Sale and Contribution Agreement, to be dated as of the Closing Date (the “Sale and Contribution Agreement”) between the 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 Issuer, Hercules Capital, Inc., as the seller and as the servicer (the “Servicer”), the Trust Depositor, and the Trustee, the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’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 Issuer will pledge and grant to the Trustee a security interest in the Loans, and its rights under the Sale and Contribution Subsidiary Guarantee Agreement and the Sale and Servicing Agreement. This Note Purchase Parent Guarantee Agreement (the “Agreement”), the Trust Agreement, the Sale and Contribution Agreement, the Sale and Servicing Agreement, and the Indenture are hereinafter referred to collectively herein as the “Transaction Documents"Guarantee Agreements".” For purposes of (e) The Constituent Companies will use their best efforts to cause the Credit Risk Retention Rules (as defined below)Intercreditor Agreement and the Security Documents to be amended to make the changes indicated by blacklining in Exhibit 1(e) hereto. If such amendments have not been executed and delivered by all necessary parties to give them full force and effect by February 1, 2002, the Originator is also Company will on that date pay you a fee in the sponsor amount 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 0.25% of your commitment 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”)Schedule A hereto.