UQM TECHNOLOGIES, INC. CODE OF BUSINESS CONDUCT&ETHICS

We must be committed to honest and ethical behavior and to conducting our business with integrity. Our goal should be to create an organization to be proud of, not only based on the quality of our products and services, but also because of how we conduct ourselves. Strict and habitual adherence to ethical business practices is essential to our long-term business success.

We all are aware of the well-publicized scandals that have resulted in the disintegration of some of this country's largest and best-known businesses. As a result of employee misconduct, billions of dollars of stockholder value have disappeared, honest and hard-working individuals have lost their retirement savings, and careers have been destroyed. In response, the U.S. Congress, the Securities and Exchange Commission and the stock exchanges adopted rules designed to promote honest and ethical conduct within businesses. These rules require companies to adopt policies that will help avoid and ethically handle conflicts of interest, and promote better reporting of public communications, compliance with applicable governmental laws, rules and regulations and accountability for adherence to these standards, both within the organization and to stockholders.

This Code of Business Conduct & Ethics (the "Code") is designed to fulfill this mandate. More importantly, however, it also is intended to help each of us focus on the duty we owe to each other, to the Company's stockholders and to others with whom we do business to conduct ourselves at all times both honestly and ethically. This Code applies to each of the Company's directors, officers, employees, consultants, representatives and agents (referred to as "associates").

Associates are expected to conduct themselves with honesty and integrity. Associates must avoid, when possible, and ethically handle actual or apparent conflicts of interest between personal and professional relationships. Your actions must comply with applicable governmental laws, rules and regulations and be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, regardless of age, race, sex, sexual preference, color, creed, religion, national origin, marital status, veteran's status, handicap or disability. The following statements concern frequently raised ethical concerns. A violation of the standards contained in this Code will result in corrective action, including possible dismissal.

If you are unsure of the appropriate action, follow the processes outlined in this Code in the section "Reporting Ethical Violations."

Company Assets

Company assets must be safeguarded and used for Company use only. This includes, without limitation, protection (including from loss or theft) of the Company's physical facilities, office equipment (including, for example, all computer-related equipment, furniture and supplies), computer software, records and customer information. We also must safeguard the Company's trademarks and other proprietary information, as further discussed in the section "Confidential Information."

Compliance with Laws

The Company and every associate must obey and comply with all applicable laws and regulations in conducting our business, including those pertaining to securities laws, accounting, internal controls, and auditing matters, government contracting, fair competition and anti-trust as well as anti-discrimination, privacy, employment and environmental concerns.

Our associates may have the opportunity to learn or gain access to information about the Company or companies with whom we do business that is unavailable to the public. Such information may be "insider information" within the meaning of the U.S. federal securities laws. As further described in the Company's Insider Trading Policy, our associates may not use any such inside information when making personal investment decisions or investment decisions for others regarding our stock or the stock of companies with whom we do business. In addition, no associate may inform persons outside the Company of such information. This includes communications with family and friends.

If you have any questions regarding compliance with these laws and principles, please contact Don French or Bill Rankin immediately. Attorneys from Holme Roberts & Owen LLP, the Company's outside counsel, also are available to advise and assist you - but remember that compliance with this Code is your responsibility.

Confidential Information

"Confidential information" refers to information that is not available to the public (or that someone would normally expect to be non-public), and that might give the holder of the information a competitive advantage over a third party. For example, Company Confidential Information includes:

Our Confidential information represents a valuable corporate asset that should be protected as we protect any other valuable asset. Associates should use at least reasonable diligence to protect the confidentiality of all Company Confidential Information, and should refrain from disclosing Company Confidential Information to unauthorized persons. This means that associates should exercise care when discussing Company matters in the presence of third parties, and should contact Don French or Bill Rankin before disclosing Company Confidential Information to a third party. Company Confidential Information should never be disclosed for personal profit or for the advantage of yourself or any other person.

You generally should contact Don French or Bill Rankin before accepting any Confidential Information from any third party. If you find yourself in the possession of third party Confidential Information, you must take care to observe the terms of any agreement under which Confidential Information has been received from the third party, and not to violate the rights of the third party. Particular care should be taken when dealing with competitors’ clients, ex-clients and ex-employees. Never knowingly request, accept, use or disclose the Confidential Information of these parties unless you have consulted with Don French or Bill Rankin. In addition, do not disclose, or induce any other associate to disclose, any former employer's Confidential Information, and never ask a third party to violate a non-compete or non-disclosure agreement.

Our technology represents a valuable corporate asset. All associates must use no less than reasonable diligence to protect the integrity of all Company technology. This means that you should refrain from using, copying or distributing Company or third party software or technology without specific authorization, or for purposes other than to perform your assigned responsibilities. In addition, you should not knowingly possess, use or discuss Company or third party software or other technology unless authorized to do so. If you are in possession of Company or third party software or other technology, do not distribute and disclose such software and technology unless you are authorized to do so. In all cases, use third-party software and technology only within the terms of the license agreement for such software and technology.

If you are involved in the design, development, testing, modification or maintenance of Company software or other technology, you should refrain from including any third-party Confidential Information or other software or technology in the technology that you develop for the Company, and from intentionally designing any Company technology to duplicate or emulate any third party technology.

Associates also should take care to observe the other provisions of this Code as they apply to Company Confidential Information.

Conflicts of Interest

You must avoid any personal activity, investment or association which could interfere with or which could appear to interfere with good judgment concerning the Company's best interests. You may not use Company property, information or position for personal gain, including by taking for yourself personally opportunities that are discovered through the use of Company property, information or position. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:

There are other situations in which a conflict of interest may arise. If you become aware of any material transaction or relationship that could reasonably be expected to give rise to such a conflict of interest, or if you have concerns about any situation, follow the steps outlined in the section "Reporting Ethical Violations."

Covering Up Mistakes; Falsifying Records

Mistakes should not be covered up, but should immediately be fully disclosed and corrected. Falsification of any Company, client or third party record, including by "backdating" a document, is prohibited.

Fair Dealing

No associate may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, innuendo or any other unfair-dealing practice. You should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees.

Gifts, Bribes and Kickbacks

Other than for modest (less than $50 in value) gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, the Company's clients and vendors. Other gifts may be given or accepted only with prior approval of your senior management. In no event should you put the Company or yourself in a position that would be embarrassing if the gift was made public.

Dealing with government employees often is different than dealing with private persons. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. You must be aware of and strictly follow these prohibitions.

Any associate who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment.

Loans

If you are a director or executive officer, you may not request or accept a loan or payroll advance from the Company.

Political Contributions

No Company funds may be given directly to political candidates. You may, however, engage in political activity with your own resources on your own time.

Reporting Ethical Violations

If you become aware of a suspected ethical violation, whether before or after it has occurred, you must promptly report it, to Don French or Bill Rankin. If you still are concerned after speaking with Messrs. Rankin or French, or feel uncomfortable speaking with such person (for whatever reason), you may send a note, with relevant documents, to any member of the Company's Board of Directors. Your letters will be dealt with anonymously and confidentially. In any event, you have the Company's commitment that you will be protected from retaliation in accordance with the Company's Violation Reporting Policy, which is posted on the Company's website.

Waivers

Under appropriate circumstances, the Company may waive application of the Code to certain otherwise prohibited conduct. A waiver must be requested in advance and in writing, and the request must describe the contemplated conduct for which the waiver is sought and why a waiver would be appropriate under the circumstances.

If you are a director or executive officer, a waiver request must be directed to the Board of Directors. The waiver may be granted only by a vote of the Board following a determination that a waiver is appropriate under the circumstances. The reasons for granting the waiver must be recorded in the minutes of the meeting at which it was granted and the waiver must be accompanied by appropriate controls designed to protect the Company.

If you are not a director or executive officer, a waiver request must be directed to Don French or Bill Rankin. The waiver may be granted only following a determination by such officer that the waiver is appropriate under the circumstances and accompanied by appropriate controls designed to protect the Company. The reasons for granting the waiver must be recorded in a writing to be included in the personnel files of the individual requesting it.

The Company will post on its web site for a period of at least 12 months and make a filing on Form 8-K to disclose a description of any changes to, amendments or waivers of this Code applicable to directors or executive officers. Implicit waivers due to inaction by Company management with respect to reported or known Code violations shall be similarly disclosed.

Conclusion

We each are responsible for safeguarding and promoting the Company's ethics and business reputation. Of course, doing the right thing won't always be easy. Many situations will involve subtleties and complexities that lead to difficult choices. When in doubt, take a step back to ask yourself whether the situation feels right, and consider whether you feel confident that your actions would withstand scrutiny. If necessary, take another careful look at this Code for guidance and seek advice from a manager or other colleague. Your actions should not have even the appearance of impropriety. You should be able to feel comfortable that your actions would not embarrass yourself, your colleagues or the Company's stockholders should it turn out that your conduct becomes "front page" news.

If you are uncertain about a contemplated course of action or have questions about this Code, you should raise the issue with Don French or Bill Rankin or another member of senior management with whom you feel comfortable. If you still are uncomfortable, please follow the steps outlined above in the section "Reporting Ethical Violations."

Any associate who ignores or violates any of the Company's ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action, including possible immediate dismissal. It is my sincere hope, however, that your own moral compass and desire to be a part of an honest and ethical organization governs your conduct in accordance with this Code, rather than the threat of discipline. Simply put, the Company seeks to employ people who believe that honest and ethical behavior is not only good business, but also the right thing to do personally.

This Code will be posted to the Company's Web site at www.uqm.com, and will be filed as an exhibit to the Company's annual report on Form 10-K.