The Compensation Committee (the "Committee") is established by the Board of Directors (the "Board") of Hercules Technology Growth Capital, Inc (the "Company"). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities related to the Company's compensation structure and compensation, including equity compensation, paid by the Company.

Membership: The Committee shall consist of not less than three (3) independent members of the Board, shall serve for a term of one (1) year or until the successor shall be duly elected and shall be elected annually by the Board.

Qualifications: Each member of the Committee may not be an "interested persons" of the Company, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and members of the Committee shall not have participated in the preparation of the financial statements of the Company or any of its subsidiaries at any time during the preceding three years. Each member of the Committee shall qualify as an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code shall be a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, shall comply with the director independence requirements of the New York Stock Exchange (the "NYSE") as such requirements are interpreted by the Board in its business judgment, and the Board shall annually review the Committee's compliance with such requirements.

Chairman: The Committee Chairman shall be delegated by the Board annually.

Resignation, Removal and Replacement: Any member of the Committee may resign from the Committee at any time upon notice of such resignation to the Company. The Board shall have the power at any time to remove a member of the Committee with or without cause, to fill all vacancies, and to designate alternate members, upon the recommendation of the Committee, to replace any absent or disqualified members, so long as the Committee shall at all times have at least three (3) members and be composed solely of independent directors.

The Committee will meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. All meetings and other actions by the Committee shall be organized and governed as follows:

1. Action may be taken by the Committee upon the affirmative vote of a majority of the members present at a meeting if a quorum of committee members is present, as defined in the Company's bylaws;
2. Any two members, the Chairman of the Committee or the Chairman of the Board and/or the Chief Executive Officer of the Company (the "CEO") may call a meeting of the Committee whenever deemed necessary;
3. Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing; and
4. The Committee may invite any Director who is not a member of the Committee, officier, employee, counsel, representatives of service providers or other persons to attend meetings and provide information as the Committee, as appropriate.

In carrying out its mission, the Committee shall have direct responsibility and authority to perform the following duties:

Executive Position, Compensation and Renumerations

1. Assist the Board in developing and evaluating potential candidates for executive positions (including the CEO) and oversee the development of executive succession plans;
2. Annually, review and approve corporate goals and objectives relevant to the CEO and other executive officer's total compensation, evaluate the CEO's and other executive officers' performance to ensure that it is designed to achieve the objectives of rewarding the Company's executive officers appropriately for their contributions to corporate growth and profitability, and together with the Company's CEO evaluate and approve the compensation of the Company's other executive officers;
3. Annually, determine and approve the compensation paid to the Company's CEO and approve other non-CEO executive compensation;
4. Annually, review the corporation's compensation practices and the relationship among risk, risk management and compensation in light of the corporation's objectives, including its safety and soundness and the avoidance of practices that would encourage excessive risk;
5. Periodically, review the Company's incentive compensation plans and perquisites, if any, to ensure such plans are consistent with the Company's goals and objectives and appropriately aligning executive officers' interests with those of the Company's shareholders, make recommendations to the Board regarding the adoption of new employee incentive compensation plans and equity-based plans, and administer the Company's existing incentive compensation plans and equity-based plans, including reviewing and approving stock option and restricted stock grants; and
6. Periodically, evaluate the compensation of directors, including compensation for service on Board Committees, and make recommendations regarding adjustments to such compensation.

Other

1. Prepare the Compensation Committee Report on executive compensation for inclusion in the Company's annual report on Form 10-K or the Company's proxy statement for the annual meeting of shareholders in accordance with Item 407(e)(5) of Regulation S-K;
2. Annually review and discuss with Company management the executive compensation disclosure to be included in the Company's annual report on Form 10-K or the Company's proxy statement for the annual meeting of shareholders;
3. Including the Compensation Discussion and Analysis ("CD&A") required by Item 402 of Regulation S-K with Company management, and subsequent to such review determine whether to recommend to the Board that such disclosure be included in the Company's annual report on Form 10-K or the Company's proxy statement for the annual meeting of shareholders;
4. Periodically, review and assess the adequacy of this Compensation Committee Charter and submit any changes to the Board for approval;
5. Report recommendations to the Board on a regular basis and annually perform, or participate in, an evaluation of the Committee, the results of which shall be presented to the Board;
6. When it is determined by the Committee that a consulting firm (or other expert) is to assist in the assessment of the CEO's or other senior executive officer's compensation, the Committee shall have the authority to retain and terminate such firm or experts and have the authority to approve the consulting firm or other expert's fee and other retention terms. The Committee shall also have the authority to retain legal, accounting or other experts that it determines to be necessary to carry out its duties and to determine compensation for such advisors; and
7. Review such other matters as the Board or the Committee shall deem appropriate.

In discharging its duties hereunder, the Committee shall have the sole authority, to the extent it deems necessary or appropriate, to retain, oversee and compensate independent legal, accounting or other advisors. The Committee may also engage a consulting firm (or other expert) to assist in the assessment of the CEO's or other senior executive officer's compensation. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisors employed by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. In retaining compensation advisors, the Committee shall consider the independence requirements for such compensation advisors as set forth by the NYSE, as such requirements are interpreted by the Board in its business judgment.