Exhibit d

 

Number

HTG *0*

  

HERCULES

TECHNOLOGY GROWTH CAPITAL

  

Shares

**0******

***0*****

****0****

 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

 

INCORPORATED UNDER THE LAWS

OF THE STATE OF MARYLAND

This Certifies That   [SPECIMEN]  

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 427096 50 8

is the record holder of   ***ZERO***    

 

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, OF

 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers.

 

/s/    Scott Harvey

SECRETARY AND CHIEF LEGAL OFFICER

  

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR,

/s/    Manuel A. Henriquez

CHAIRMAN

  

By

AUTHORIZED SIGNATURE

Hercules Technology Growth Capital, Inc.

 

The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211 (b) of the Maryland General Corporation Law with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the charter of the Corporation, a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent.

 

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM

    —    as tenants in common    UNIF GIFT MIN ACT   
   Custodian   
                    (Cust)         (Minor)

TEN ENT

    —    as tenants by the entireties        

under Uniform Gifts to Minors Act

 

                    (State)

JT TEN

    —    as joint tenants with right of survivorship and not as tenants in common   

 

UNIF TRF MIN ACT

   

 

(Cust)

   

 

Custodian (until

age         )

   

 

(Minor)

                   

under Uniform Transfers to Minors Act

 

               (State)

 

Additional abbreviations may also be used though not in the above list

 

For Value Received,                                                                                   hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE

______________________________________________

______________________________________________

 

                                                                                                                                                                                                                                                                       

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

 

                                                                                                                                                                                                                                                                       

 

                                                                                                                                                                                                                                                                       

 

                                                                                                                                                                                                                                                                       

Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

 

Dated:                                             X    
Dated:                                             X    
        NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

Signature(s) Guaranteed

 

By

    
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.