0000315449-04-000013 Sample Contracts

UQM TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 28th, 2004 • Uqm Technologies Inc • Electronic components, nec • Colorado

THIS AGREEMENT made as of this 2nd day of March, 2004, between UQM TECHNOLOGIES, INC., a Colorado corporation (together with its Affiliated Corporations, except where the context requires otherwise, the "Company"), and William G. Rankin (the "Option Holder").

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UQM TECHNOLOGIES, INC. NON_QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 28th, 2004 • Uqm Technologies Inc • Electronic components, nec • Colorado

THIS AGREEMENT made as of this 24th day of March, 2004, between UQM TECHNOLOGIES, INC., a Colorado corporation (together with its Affiliated Corporations, except where the context requires otherwise, the "Company"), and Ron Burton (the "Option Holder").

SUBLEASE AGREEMENT
Sublease Agreement • May 28th, 2004 • Uqm Technologies Inc • Electronic components, nec

THIS SUBLEASE AGREEMENT, (hereinafter referred to as this "Sublease"), made and entered into as of the 30th day of April, 2004 by and between UQM ELECTRONICS, INC. having an address at c/o UQM Technologies, Inc., 7501 Miller Drive, Frederick, Colorado 80530 (hereinafter referred to as "Sublessor") and CD&M ELECTRONICS, INC. having an address at 3081 Elm Point Industrial Drive, St Charles, Missouri 63301 (hereinafter referred to as "Sublessee").

Share Purchase Agreement
Share Purchase Agreement • May 28th, 2004 • Uqm Technologies Inc • Electronic components, nec

This Agreement is entered into on the 13th of February 2004 by and between UQM Technologies, Inc., a company duly organized and existing under the laws of United States with its principal place of business at 7501 Miller Drive, P.O. Box 439, Frederick, Colorado 80530, U.S.A. (hereinafter referred to as "Seller") and LEE, Chi-Cheng, 3F, 1, Alley 28, Lane 430, Yanping Rd., Sec. 2, Pingjen City, Taoyuan, Taiwan 324 R.O.C. (hereinafter referred to as "Buyer"). The Buyer and the Seller are hereinafter individually referred to as the "Party", and collectively referred to as "Parties".

CONSENT TO SUBLEASE
Consent to Sublease • May 28th, 2004 • Uqm Technologies Inc • Electronic components, nec

This Consent to Sublease is hereby made by the Landlord, Tenant and the Subtenant. The Landlord and the Tenant are currently parties to a Lease dated May 8, 1996, as amended by Amendment to Lease dated March 24, 1997 and by Second Amendment to Lease dated February 28, 2003 ("Master Lease"), concerning the Premises in 3081 Elm Point Industrial Drive, St. Charles, Missouri 63301 (the "Premises"). The Tenant desires to sublet the Premises to Subtenant pursuant to an Agreement of Sublease in the form attached as Exhibit "A" (the "Sublease").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 28th, 2004 • Uqm Technologies Inc • Electronic components, nec • Missouri

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of this 30th day of April, 2004 by and between CD&M-Electronics, Inc., a Missouri corporation (hereinafter referred to as "Purchaser") and UQM ELECTRONICS, INC., a Missouri corporation (hereinafter referred to as the "Seller"). Purchaser and Seller are sometimes collectively referred to herein as the "Parties" or individually as a "Party".

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