Exhibit 4.2



 


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER
EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL
NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS.


 


 



	[__________] Shares of Common Stock	 Warrant No. [_______]




 


 


 


WARRANT


To Purchase Common Stock of


UQM Technologies, Inc., a Colorado corporation


 


 


 


1. Grant of Warrant. THIS IS TO CERTIFY THAT [_________________]
(the "Holder"), or its registered assigns, is entitled to exercise
this Warrant to purchase from UQM Technologies, Inc., a Colorado corporation (the "Company"),
up to an aggregate of [________] shares of Common Stock of the Company, subject to
adjustment determined in accordance with Section 9 all on the terms and conditions
and pursuant to the provisions hereinafter set forth. The Company acknowledges that the
Holders’ participation as an underwriter in the Public Offering is fair and full
consideration for the rights granted to the Holder hereunder, since the Company
acknowledges that, due to restrictions on the exercisability of this Warrant and other
restrictions on the rights of the Holder contained herein, the value of this Warrant is
contingent, speculative and uncertain.


Unless otherwise defined, capitalized terms, when used herein, shall
have the meanings set forth in Section 13.



2. Exercise Price. The purchase price payable for each of
the shares of Common Stock sold upon exercise of this Warrant shall be $2.58 (the "Exercise
Price"). Such Exercise Price and the number of shares of Common Stock into which
this Warrant is exercisable are subject to adjustment from time to time as provided in Section
9.



3. Exercise. This Warrant may be exercised in whole or in
part at any time or from time to time after the one year anniversary of the date hereof
and on or before the fifth anniversary of the date hereof (the "Expiration Date"),
unless otherwise extended. 


In order to exercise this Warrant, in whole or in part, the Holder
hereof shall deliver to the Company at its principal office at 7501 Miller Drive,
Frederick, Colorado 80530, or at such other office as shall be designated by the Company
pursuant to Section 14: 


(a) written notice of the Holder’s election to exercise this
Warrant, which notice shall be substantially in the form of the attached
"Subscription Form" and shall specify the number of shares of Common Stock to be
purchased pursuant to such exercise;


(b) a wire transfer of immediately available funds to the Company; and


(c) this Warrant, properly endorsed.


Upon receipt thereof, the Company shall, as promptly as practicable,
and in any event within ten (10) days thereafter, execute or cause to be executed and
delivered to the Holder a certificate or certificates representing the aggregate number of
full shares of Common Stock issuable upon such exercise. The stock certificate or
certificates so delivered shall be registered in the name of the Holder or such other name
as shall be designated in said notice.


This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and the Holder or any
other person so designated to be named therein shall be deemed to have become a holder of
record of such shares for all purposes, as of the date of that said notice, together with
said payment and this Warrant, is received by the Company as aforesaid (the "Exercise
Date"). Except as otherwise provided in this Warrant, the holder of this Warrant
shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a
shareholder in the Company, either at law or in equity; provided, however,
that the Holder shall, for all purposes, be deemed to have become the holder of record of
such shares on the Exercise Date. If the exercise is for less than all of the shares of
Common Stock issuable as provided in this Warrant, the Company shall issue a new Warrant
of like tenor and date for the balance of such shares issuable hereunder to the Holder.
The holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound
by and to comply with all of the provisions of this Warrant.



4. Taxes. The issuance of any Common Stock or other
certificate upon the exercise of this Warrant shall be made without charge to the
registered Holder hereof, or for any tax in respect of the issuance of such certificate,
unless such tax is imposed by law upon the Holder (including, without limitation, Federal,
state or local income taxes), in which case such taxes shall be paid by the Holder. The
obligations of the parties under this Section shall survive any redemption, repurchase or
acquisition of this Warrant or the Common Stock issued upon exercise of this Warrant by
the Company, and any cancellation or termination of this Warrant.



5. Transfer. This Warrant may not be sold, transferred,
assigned or hypothecated for a period of one year from the date hereof, except to officers
or partners (but not directors) of the Holder and members (and their officers and
directors) of the underwriting syndicate that participated in the Public Offering.
Thereafter, this Warrant and all options and rights hereunder may be transferred, as to
all or any part of the number of shares of Common Stock purchasable upon its exercise, by
the Holder hereof in person or by its duly authorized attorney on the books of the Company
upon surrender of this Warrant at the principal offices of the Company, together with the
"Assignment Form" attached hereto duly executed. The Company shall deem and
treat the registered Holder of this Warrant at any time as the absolute owner hereof for
all purposes and shall not be affected by any notice to the contrary. If this Warrant is
transferred in part, the Company shall, at the time of surrender of this Warrant, issue to
the transferee a Warrant covering the number of shares of Common Stock transferred and to
the transferor a Warrant covering the number of shares not transferred. If this Warrant is
exercised, the rights granted under this Warrant to a holder of Warrant Stock shall be
transferable in accordance with Section 7(e).



6. No Fractional Shares. No fractional shares of Common
Stock shall be issued upon the exercise of this Warrant and, in lieu thereof, any
fractional shares shall be rounded down to the nearest whole.



7. Piggyback Registration Rights. 



(a) Registration. If, at any time or from time to time, the Company
or any other holder of Securities of the Company with rights to register such Securities
shall determine to register the sale of any Securities, for its own account or the account
of any Shareholder, other than a registration relating solely to an employee benefit plan
or a registration relating solely to a transaction under Rule 145 of the Securities Act,
the Company will:


(i) give to each Holder written notice thereof as soon as practicable
prior to filing the registration statement; and


(ii) in the event the Holder or Holders of at least 50% of the
Registrable Securities request inclusion in such registration, include such Registrable
Securities in the offering as may be requested by the Holders; provided, however,
that the Company may condition such inclusion on such Holder’s acceptance of
reasonable conditions, including without limitation, if such offering is underwritten,
that any requesting Holders agree to enter into an underwriting agreement with usual and
customary terms including a lock up agreement for a period not to exceed one hundred
eighty (180) days with respect to Securities not included in such registration (but only
if the executive officers and principal Shareholders of the Company also enter into
similar agreements). In the event such offering is underwritten and if the representative
of the underwriter advises the Company in writing that marketing factors require a
limitation on the number of Securities to be underwritten, the number of Securities to be
included in the registration shall be allocated first to the Company, then to the Holders
on a pro rata basis, and thereafter among the other holders of Securities requesting
inclusion in the registration; provided, further, that the Company shall
only be required to include such Registrable Securities in one registration under this
Section, unless any Holder is cutback pursuant to this Section, in which case such
registration shall not constitute the Holders’ "registration" hereunder.



(b) Procedure for Registration. Whenever the Company is required
under this Warrant to register Securities, it agrees do the following:


(i) use reasonable efforts to prepare, as soon as practicable, for
filing with the SEC a registration statement and such amendments and supplements to such
registration statement and the prospectus as may be necessary to keep the registration
statement effective and to comply with the provisions of the Securities Act for the period
necessary to complete the proposed public offering;


(ii) furnish to each selling Holder such copies of each preliminary and
final prospectus and such other documents as such Holders reasonably request to facilitate
the public offering of the Registrable Securities;


(iii) enter into any underwriting agreement with provisions reasonably
required by the proposed underwriter, if any;


(iv) use its reasonable best efforts to register or qualify the
Registrable Securities covered by the registration statement under the securities or
"blue sky" laws of such jurisdictions as any selling Holder may reasonably
request, although the Company will not have to register in any states that require it to
qualify to do business or subject itself to general service of process and the Company
will not be required to register in more states than are necessary to permit the sale of
the Registrable Securities; and


(v) comply with the provisions of the Securities Act and applicable
state securities laws with respect to such registration.



(c) Indemnification.


(i) Subject to applicable law, the Company will indemnify each selling
Holder, and each person controlling each selling Holder, against all claims, losses,
damages and liabilities, including legal and other expenses reasonably incurred, arising
out of any untrue or allegedly untrue statement of a material fact contained in the
registration statement, or any omission or alleged omission to state a material fact
required to be stated in the registration statement or necessary to make the statements
not misleading, or arising out of any violation by the Company of the Securities Act, any
state securities or "blue sky" laws or any applicable rule or regulation.


(ii) Subject to applicable law, each selling Holder will indemnify the
Company, and each person controlling the Company, against all claims, losses, damages and
liabilities, including legal and other expenses reasonably incurred, arising out of any
untrue or allegedly untrue statement of a material fact contained in the registration
statement, or required to be stated in the registration statement or necessary to make the
statements contained therein not misleading, to the extent, but only to the extent, that
such untrue statement or omission is contained in any information or affidavit furnished
in writing by such Holder to the Company specifically for inclusion in such registration
statement. 



(d) Rule 144 Requirements. The Company will use its best efforts to
file with the SEC such information as the SEC may require and will use its best efforts to
make available Rule 144 under the Securities Act (or any successor exemptive rule) to the
Holders.



(e) Transfer of Registration Rights. The registration rights of the
Holders under this Section may be transferred to any transferee of Registrable Securities.
Any such transferee will be deemed to be a Holder for purposes of this Section, provided
that as a condition receiving such rights such transferee must agree to be bound by the
terms of this Warrant.



(f) Obligations of the Holders in a Registration. Each Holder
agrees to timely furnish such information regarding such Holder and the Securities sought
to be registered and to take such other action as the Company may reasonably request,
including the entering into of agreements and the providing of documents, in connection
with the registration or qualification of such securities and/or the compliance of such
registration statement with all applicable laws.


(g) Expenses of Registration. All expenses incurred in
connection with registrations, including without limitation all registration, Federal and
state filing and qualification fees, printing expenses, fees and disbursements of counsel
for the Company and one counsel for the Holders, if any, and expenses of any special
audits of the Company’s financial statements incidental to or required by such
registration, shall be borne by the Company, except that the Company shall not be required
to pay underwriters’ fees, discounts or commissions relating to Registrable
Securities being sold by the Holders.


(h) Termination of Registration Rights. The Registration Rights
set forth in this Section 7 shall terminate on the earlier to occur of (i) the date
upon which all Registrable Securities may be sold pursuant to Rule 144 under the
Securities Act in a 90 day period or (ii) the seventh anniversary of the date the Form S-2
filed in connection with the Public Offering is declared effective by the SEC.



8. Reservation of Shares. The Company shall, at all times
prior to the Expiration Date, reserve and keep available such number of authorized shares
of its Common Stock, solely for the purpose of effecting the exercise of this Warrant, as
may from time to time be issuable upon exercise of this Warrant.



9. Adjustments. The number and kind of securities or other
property purchasable upon exercise of this Warrant shall be subject to adjustment from
time to time upon the occurrence, after the date hereof, of any of the following events:


(a) Subdivisions, Combinations, Dividends and Distributions. In
case the Company shall (1) pay a dividend in, or make a distribution of, shares of capital
stock on its outstanding Common Stock, (2) subdivide its outstanding shares of Common
Stock into a greater number of such shares or (3) combine its outstanding shares of Common
Stock into a smaller number of such shares, the total number of shares of Common Stock
purchasable upon the exercise of the Warrant immediately prior thereto shall be adjusted
so that the holder of any Warrant thereafter surrendered for exercise shall be entitled to
receive at the same aggregate Exercise Price the number of shares of capital stock (of one
or more classes) which such holder would have owned or have been entitled to receive
immediately following the happening of any of the events described above had such Warrant
been exercised in full immediately prior to the record date with respect to such event.
Any adjustment made pursuant to this Subsection shall, in the case of a stock dividend or
distribution, become effective as of the record date therefor and, in the case of a
subdivision or combination, be made as of the effective date thereof. If, as a result of
an adjustment made pursuant to this Subsection, the holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive shares of two or more classes of
capital stock of the Company, the Board of Directors of the Company shall determine the
allocation of the adjusted Exercise Price between or among shares of such classes of
capital stock.


(b) Reorganization or Reclassification. In the event of a
capital reorganization or a reclassification of the Common Stock (except as provided in
Subsection (a) above or Subsection (d) below), any holder of Warrants, upon exercise of
Warrants, shall be entitled to receive, in substitution for the Common Stock to which he
would have become entitled upon exercise immediately prior to such reorganization or
reclassification, the shares (of any class or classes) or other securities or property of
the Company (or cash) that he would have been entitled to receive at the same aggregate
Exercise Price upon such reorganization or reclassification if such Warrants had been
exercised immediately prior to the record date with respect to such event; and in any such
case, appropriate provision (as determined by the Board of Directors of the Company) shall
be made for the application of this Section 9 with respect to the rights and
interests thereafter of the Holder (including but not limited to the allocation of the
Exercise Price between or among shares of classes of capital stock), to the end that this Section
9 (including the adjustments of the number of shares of Common Stock or other
securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as
nearly as reasonably practicable, in all subsequent exercises of the Warrant for any
shares or securities or other property (or cash) thereafter deliverable upon the exercise
of the Warrant. 


(c) Notification. Whenever the number of shares of Common Stock
or other securities purchasable upon exercise of a Warrant is adjusted as provided in this
Section 9, the Company will promptly deliver to holders of Warrants, by
first-class, postage prepaid mail, a brief summary of the number and kind of securities or
other property purchasable upon exercise of the Warrant as so adjusted, state that such
adjustments in the number or kind of shares or other securities or property conform to the
requirements of this Section 9, and set forth a brief statement of the facts
accounting for such adjustments; provided, however, that failure to file or
to give any notice required under this Subsection, or any defect therein, shall not affect
the legality or validity of any such adjustments under this Section 9; and
provided, further, that, where appropriate, such notice may be given in advance and
included as part of the notice required to be given pursuant to Section 10.


(d) Merger, Consolidation or Disposition of Assets. In case of
any consolidation of the Company with, or merger of the Company into, another corporation
(other than a consolidation or merger which does not result in any reclassification or
change of the outstanding Common Stock), or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an entirety,
the corporation formed by such consolidation or merger or the corporation which shall have
acquired such assets, as the case may be, shall execute and deliver to the holder of
Warrants a supplemental warrant agreement providing that such holder shall have the right
thereafter (until the expiration of such Warrant) to receive, upon exercise of such
Warrant, solely the kind and amount of shares of stock and other securities and property
(or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock of the Company for which such Warrant might have been
exercised immediately prior to such consolidation, merger, sale or transfer. Such
supplemental warrant agreement shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided in this Section. The above
provision of this Subsection shall similarly apply to successive consolidations, mergers,
sales or transfers.


(e) New Warrants. Irrespective of any adjustments in the number
or kind of shares issuable upon exercise of this Warrant, Warrants theretofore or
thereafter issued may continue to express the same price and number and kind of shares as
are stated in this Warrant. 


(f) Computations. The Company may retain a firm of independent
public accountants of recognized standing, which may be the firm regularly retained by the
Company, selected by the Board of Directors of the Company or the Executive Committee of
said Board, and not disapproved by the Holder, to make any computation required under this
Section, and a certificate signed by such firm shall, in the absence of fraud or gross
negligence, be conclusive evidence of the correctness of any computation made under this
Section.


(g) Definition of "Common Stock." For the purpose of
this Section, the term "Common Stock" shall mean (i) the Common Stock or (ii)
any other class of stock resulting from successive changes or reclassifications of such
Common Stock consisting solely of changes in par value, or from par value to no par value,
or from no par value to par value. In the event that at any time as a result of an
adjustment made pursuant to this Section, the holder of any Warrant thereafter surrendered
for exercise shall become entitled to receive any shares of capital stock of the Company
other than shares of Common Stock, thereafter the number of such other shares so
receivable upon exercise of any Warrant shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Common Stock contained in this Section, and all other provisions of this
Warrant, with respect to the Common Stock, shall apply on like terms to any such other
shares.



10. Notice of Certain Corporate Action. In case the Company
after the date hereof shall propose to effect any reclassification of Common Stock (other
than a reclassification involving merely the subdivision or combination of outstanding
shares of Common Stock) or any capital reorganization, or any consolidation or merger to
which the Company is a party and for which approval of any shareholders of the Company is
required, or any sale, transfer or other disposition of its property and assets
substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or
winding-up of the Company, then, in each such case, the Company shall mail (by
first-class, postage prepaid mail) to all holders of Warrants notice of such proposed
action, which notice shall specify the date on which the books of the Company shall close
or a record be taken for such offer of rights or options, or the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take
place or commence, as the case may be, and which shall also specify any record date for
determination of holders of Common Stock entitled to vote thereon or participate therein
and shall set forth such facts with respect thereto as shall be reasonably necessary to
indicate any adjustments in the Exercise Price and the number or kind of shares or other
securities purchasable upon exercise of Warrants which will be required as a result of
such action. Such notice shall be filed and mailed at least 20 days prior to the earlier
of the date on which such reclassification, reorganization, consolidation, merger, sale,
transfer, other disposition, liquidation, voluntary or involuntary dissolution or
winding-up is expected to become effective and the date on which it is expected that
holders of shares of Common Stock of record on such date shall be entitled to exchange
their shares for securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, sale, transfer, other disposition, liquidation,
voluntary or involuntary dissolution or winding-up.


Failure to give any such notice or any defect therein shall not affect
the legality or validity of any transaction listed in this Section 10.



11. Replacement of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any certificate or instrument evidencing any Warrant, and


(a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it (provided that if the Common Stock is not at the time publicly traded
and the owner of the same is the Holder or its registered assigns or an institutional
lender or investor, its own agreement of indemnity shall be deemed to be satisfactory), or


(b) in the case of mutilation, upon surrender or cancellation thereof,
the Company, at its expense, shall execute, register and deliver, in lieu thereof, a new
certificate or instrument for (or covering the purchase of) an equal number of Warrants.



12. Reduction of Exercise Price Below Par Value. Before
taking any action that would cause an adjustment pursuant to Section 9 hereof
reducing the portion of the Exercise Price required to purchase one share of capital stock
below the then par value (if any) of a share of such capital stock, the Company will use
its best efforts to take any corporate action which, in the opinion of its counsel, may be
necessary in order that the Company may validly and legally issue fully paid and
non-assessable shares of such capital stock.



13. Definitions. Capitalized terms, when used herein, shall
have the following meanings:


"Common Stock" means the Company’s common stock,
par value $0.01 per share, and any stock into which such stock shall be changed, converted
or exchanged and any stock resulting from reclassification of such stock.


"Company" means UQM Technologies, Inc., a Colorado
corporation.


"Exercise Price" has the meaning set forth in Section
2.


"Expiration Date" has the meaning set forth in Section
3.


"Exercise Date" has the meaning set forth in Section
2.


"Holder" means any Person who acquires Warrants or
Warrant Stock, including any transferees of Warrants or Warrant Stock; provided, however,
that a holder of Warrant Stock purchased pursuant to an effective registration statement
or pursuant to a sale conducted in accordance with Rule 144 of the Securities Act shall
not be deemed a Holder. For purposes of this definition, "Person" means and
includes natural persons, corporations, limited partnerships, limited liability companies,
general partnerships, joint stock companies, joint ventures, associations, companies,
trusts, banks, trust companies, land trusts, business trusts or other organizations,
whether or not legal entities, and governmental authorities.


"Public Offering" means the sale to the public of
3,125,000 shares of Common Stock pursuant to an effective registration statement under the
Securities Act, which sale closed simultaneously with the issuance of this Warrant.


"Registrable Securities" means any shares of Common
Stock issued pursuant to Section 9, Capital Stock issuable to a Holder upon
exercise of the Warrant, any shares of Capital Stock issued to a Holder as a dividend on
the Capital Stock covered by the Warrant, and any other shares of Capital Stock
distributable on, with respect to, or in substitution for such Registrable Securities,
including those transferred as permitted under this Warrant, except for those that have
been sold or transferred pursuant to an effective registration statement under the
Securities Act or pursuant to Rule 144 under the Securities Act. For purposes of this
definition, "Capital Stock" means, as to any entity (whether a corporation,
partnership or another entity), corporate stock and any and all shares, partnership
interests, limited partnership interests, limited liability company interests, membership
interests, equity interests, participations, rights or other equivalents (however
designated) of corporate stock or any of the foregoing issued by any such entity.


"SEC" means the Securities and Exchange Commission.


"Securities" means any equity securities of the
Company including, without limitation, shares of the Company’s Common Stock, any
class or series of preferred stock, options, warrants, instruments convertible or
exchangeable into such securities or rights to acquire such securities.


"Securities Act" means the Securities Act of 1933, as
amended.


"Shareholder" means any Person who directly or
indirectly owns any shares of Common Stock (including Warrant Stock).


"Warrant" and "Warrants" means this
Warrant.


"Warrant Stock" means all shares of Common Stock
issuable from time to time upon exercise of this Warrant.



14. Notices. All notices, requests, consents, approvals or
demands to or upon the respective parties hereto shall be given or made to each party at
the address specified below.


If to the Company:


UQM Technologies, Inc.

7501 Miller Drive

Frederick, CO 80530

Attention: Treasurer

Phone: (303) 278-2002

Telecopy: (303) 278-7007


With a copy to:


Holme Roberts & Owen LLP

1700 Lincoln St., Suite 4100

Denver, Colorado 80203-4541

Attn: Nick Nimmo

Telecopy: (303) 866-0200


If to the Investor:


________________________

________________________

Attn: [______]

Telecopy: ([___]) [___]-[____]


With a copy to:


Jenkens & Gilchrist, P.C.

1445 Ross Ave., Suite 3200

Dallas, Texas 75202

Attn: Gregory J. Schmitt 

Telecopy: (214) 855-4300




Unless otherwise specified herein, all such notices, requests,
consents, approvals and demands given or made in connection with the terms and provisions
of this Warrant shall be deemed to have been given or made when personally delivered, or,
if mailed, upon the earlier of actual receipt by the addressee or three (3) days after
sent by registered or certified mail, postage prepaid, or, in the case of overnight
courier service (which may be utilized hereunder), when delivered by the overnight courier
company to the respective address specified above, or, in the case of telecopy or
facsimile transmission (which may be utilized hereunder), within the first business hour
(9:00 a.m. to 5:00 p.m., local time for the recipient, on any Business Day) after receipt
by the respective addressee. Any party may change the address or transmission number to
which notices shall be directed hereunder by giving ten (10) days written notice of such
change to the other parties.



15. Applicable Law. THIS WARRANT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. EACH OF THE PARTIES HEREBY SUBMITS TO
PERSONAL JURISDICTION AND WAIVES ANY OBJECTION AS TO VENUE IN THE COUNTY OF JEFFERSON,
STATE OF COLORADO. SERVICE OF PROCESS ON THE PARTIES IN ANY ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE EFFECTIVE IF MAILED TO THE PARTIES IN ACCORDANCE WITH
SECTION 14 OF THIS WARRANT. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS HEREUNDER.



16. Successors and Assigns. This Warrant and the rights
evidenced hereby shall inure to the benefit of, and be binding upon, the successors and
assigns of the Holder hereof and shall be enforceable by any such Holder. In the event
this Warrant is sold, transferred or assigned, the transferor will give written notice to
the Company within fifteen (15) days following such sale, transfer or assignment and in
such notice designate the name and address of the transferee.


 


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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and issued on its behalf.


DATED as of November 5, 2004.



UQM TECHNOLOGIES, INC.


a Colorado corporation



By: 

Name: 

Title: 


 





SUBSCRIPTION FORM


(To be executed only upon exercise of Warrant)


The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases ________ shares of Common Stock of UQM Technologies, Inc.,
a Colorado corporation, purchasable with this Warrant, and herewith makes payment
therefor, all at the price and on the terms and conditions specified in this Warrant and
requests that certificates for the shares of Common Stock hereby purchased (and any
securities or other property issuable upon such exercise) be issued in the name of and
delivered to __________________________________ whose address is
________________________________, and if such shares of Common Stock shall not include all
of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of
like tenor and date for the balance of the shares of Common Stock issuable thereunder to
be delivered to the undersigned.


DATED: __________________, _______ ___________________________________


By: 

Name: 

Title: 

Address: 





ASSIGNMENT FORM


FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the rights of the
undersigned under this Warrant, with respect to the number of shares of Common Stock set
forth below:


	 Name and Address of Assignee
	No. of Shares

    Common Stock

	 	  




 


and does hereby irrevocably constitute and appoint as
Attorney__________________________ to register such transfer on the books of
_____________________________ maintained for the purpose, with full power of substitution
in the premises.


DATED: _________________, _____. ____________________________________


By: 


Name: 


Title: 


 


 



  
    
      
        NOTICE: The signature to this assignment must correspond with the name
        as written upon the face of the within Warrant in every particular, without alteration or
        enlargement or any change whatever.

      

    

  




 





ACKNOWLEDGMENT BY ASSIGNEE


The undersigned Assignee hereby acknowledges receipt of the Warrant
Certificate, and agrees to be bound by its terms.


__________________________________________


By: 

Name: 

Title: