Summary of HERCULES TECHNOLOGY GROWTH CAPITAL INC

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 30, 2012, Hercules Technology Growth Capital, Inc., a Maryland corporation (the "Company") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"). As of the April 10, 2012 record date, 49,721,356 shares of the Company's common stock were outstanding and entitled to vote. The following matters were submitted at the Annual Meeting to the stockholders for consideration:

1. To elect one director of the Company nominated by the Company's Board of Directors (the "Board") and named in the Company's proxy statement who will serve for three years or until their successors are elected and qualified;

2. To ratify the selection of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012;

3. Advisory vote to approve the Company's named executive officer compensation;

4. To approve a proposal to authorize the Company, with the approval of the Board, to sell or otherwise issue up to 20% of the Company's outstanding common stock at a price below the Company's then current net asset value per share ("NAV"); and

5. To approve a proposal to authorize the Company, with the approval of the Board, to offer and issue debt with warrants or debt convertible into shares of its common stock at an exercise or conversion price that, at the time such warrants or convertible debt are issued, will not be less than the market value per share but may be below the Company's then current NAV.

Allyn C. Woodward Jr. was elected to serve as a Class II Director until the 2015 annual meeting of stockholders, or until his successors is elected and qualified, and proposals 2, 3, 4 and 5 were approved by the Company's stockholders. The detailed final voting results of the shares voted with regard to each of these matters are as follows:

1. Election of Class I directors:

For: Withheld: Broker Non-Vote Allyn C. Woodward 26,649,303 6,288,601 12,122,432

Continuing directors are as follows: Robert P. Badavas, Joesph W. Chow and Manuel A. Henriquez.

2. Ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012:

For Against Abstain 44,372,175 362,573 214,607

3. Advisory vote to approve the Company's named executive officer compensation:

For Against Abstain Broker Non-Vote 25,559,046 7,151,398 227,461 12,122,432

4. Approve a proposal to authorize the Company, with the approval of the Board, to sell or otherwise issue up to 20% of the Company's outstanding common stock at a price below the Company's then current net asset value per share and:

        Vote With Affiliate Shares:

        For                               Against    Abstain   Broker Non-Vote
        28,477,832                       4,258,014   215,640     12,122,432

        Vote Without Affiliate Shares:

        For                               Against    Abstain   Broker Non-Vote
        26,084,157                       4,258,014   215,640     12,122,432

For Against Abstain Broker-Non Vote 21,072,228 11,637,307 228,370 12,122,432