0000899733-02-000048 Sample Contracts

WARRANT AGREEMENT between UQM TECHNOLOGIES, INC. and COMPUTERSHARE INVESTOR SERVICES Dated as of _______ __, 2002
Warrant Agreement • March 20th, 2002 • Uqm Technologies Inc • Electronic components, nec

This Agreement, dated as of _______ __, 2002, is between UQM Technologies, Inc., a Colorado corporation (the "Company") and Computershare Investor Services, a _________ corporation (the "Warrant Agent"). The Company, at or about the time that it is entering into this Agreement, proposes to issue and sell to public investors shares of its common stock along with warrants. For each five shares of common stock purchased in the offering, investors will receive a warrant(a "Warrant") to purchase one share of common stock of the Company ("Common Stock"), subject to adjustment in certain circumstances, all on the terms and conditions set forth in this Agreement. The Company wishes to retain the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and replacement of the certificates evidencing the Warrants to be issued under this Agreement (the "Warrant Certificates") and the exercise of the Wa

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Underwriting Agreement 1,150,000 Shares of Common Stock UQM Technologies, Inc. March ____, 2002
Underwriting Agreement • March 20th, 2002 • Uqm Technologies Inc • Electronic components, nec • New York

The undersigned UQM Technologies, Inc., a Colorado corporation (the "Company"), proposes, subject to the terms and conditions in this Underwriting Agreement (the "Agreement"), that the Company issue and sell to the underwriters named in Schedule I (the "Underwriters"), acting severally and not jointly, an aggregate of up to 1,150,000 shares (the "Shares") of the Company’s common stock, par value $.01 per share (the "Common Stock") and warrants to purchase up to 230,000 shares of Common Stock (the "Warrants") (the "Offering"). The Shares and Warrants are more fully described in the Registration Statement referred to below and are collectively referred to as the "Securities."

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