0000899733-04-000105 Sample Contracts

Underwriting Agreement 3,125,000 Shares of Common Stock UQM Technologies, Inc. October [___], 2004
Underwriting Agreement • October 29th, 2004 • 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 3,125,000 shares (the "Firm Shares") of the Company’s common stock, par value $.01 per share (the "Common Stock") and, at the option of the Underwriters, up to an additional 468,750 shares (the "Option Shares"). The Firm Shares and Option Shares are more fully described in the Registration Statement referred to below and are collectively referred to as the "Shares," and together with the Underwriters Warrants (as defined below), the "Securities."

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