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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material under §240.14a-12

 

UQM TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o
 
No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
         
    (2)   Aggregate number of securities to which transaction applies:
         
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
    (4)   Proposed maximum aggregate value of transaction:
        $97,909,595 
    (5)   Total fee paid:
        $11,865 

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
(1)
 
Amount Previously Paid:
         
    (2)   Form, Schedule or Registration Statement No.:
         
    (3)   Filing Party:
         
    (4)   Date Filed:
         

LOGO

Dear Shareholder:

        The Board of Directors (the "Board") of UQM Technologies, Inc. ("UQM" or the "Company") has unanimously approved an Agreement and Plan of Merger (the "Merger Agreement") entered into on January 21, 2019, between the Company, Danfoss Power Solutions (US) Company ("Danfoss") and a wholly owned subsidiary of Danfoss ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub would merge with and into the Company and the Company would become a wholly owned subsidiary of Danfoss (the "Merger).

        At the special meeting, you will be asked to consider and vote upon a proposal to approve the Merger and the Merger Agreement (the "Merger Proposal") and the adjournment of postponement of the Special Meeting, if necessary (the "Adjournment Proposal"). You will also be asked to consider and vote on a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger (the "Advisory Compensation Proposal").

        If the Merger contemplated by the Merger Agreement is completed:

        Following the closing of the Merger, in exchange for the Merger Consideration, UQM's existing shareholders shall cease to be shareholders of the Company and all outstanding options to acquire shares shall be terminated and cancelled, such that Danfoss will become the sole shareholder of the Company. Following the successful closing of the Merger, Danfoss would cause the Company to delist its shares from the NYSE American Stock Exchange (the "NYSE American") and to deregister its shares under the Securities Exchange Act of 1933, as amended. UQM shareholders are, or may be entitled to dissent from the Merger and assert dissenters' rights of appraisal under the Colorado Business Corporation Act.

        After thoughtful consideration and consultation with UQM's financial and legal advisors, the Board approved and adopted the Merger Agreement and unanimously declared that the Merger Agreement and the Merger contemplated thereby are advisable, fair to and in the best interests of the shareholders of the Company.

        You are cordially invited to attend the special meeting of UQM shareholders to be held at 10:00 a.m., local time, on April 23, 2019 at the Company's offices in Longmont, Colorado (the "Special Meeting"). The Merger is a transaction requiring shareholder approval under the Colorado Business Corporation Act. Pursuant to the Merger Agreement, the Company must obtain approval of the transaction from holders of two-thirds of the Company's issued and outstanding common stock.

        THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE MERGER, THE MERGER AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED THEREBY. OUR BOARD FURTHER RECOMMENDS THAT YOU VOTE FOR THE ADVISORY COMPENSATION PROPOSAL AND FOR THE ADJOURNMENT PROPOSAL ALSO DETAILED IN THE ACCOMPANYING PROXY STATEMENT.

        The proxy statement attached to this letter provides you with information about the Merger, the terms of the Merger Agreement, the Advisory Compensation Proposal, the Adjournment Proposal and the Special Meeting. UQM encourages you to read the entire Proxy Statement carefully, including the annexes and documents incorporated by reference. You may also obtain more information about the Company from documents the Company has filed with the Securities and Exchange Commission.

        Your vote is important. Under the Merger Agreement, approval of holders of two-thirds of the issued and outstanding shares of the Company's capital stock is required to approve the Merger. Accordingly, whether or not you plan to attend the Special Meeting, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card and returning it in the envelope provided, or by voting over the telephone or over the Internet as instructed in those materials. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote FOR each of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal

        Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Special Meeting.

        If you hold your shares in "street name," you should instruct your bank, broker, or other nominee how to vote your shares in accordance with the voting instructions form you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals described in the Proxy Statement. Thank you for your cooperation and continued support.

  Very truly yours,

 

/s/ DONALD W. VANLANDINGHAM

Donald W. Vanlandingham
 Chairman of the Board

 

/s/ JOSEPH R. MITCHELL

Joseph R. Mitchell
 Chief Executive Officer and Director

THIS PROXY STATEMENT IS DATED MARCH 7, 2019 AND IS FIRST BEING MAILED TO SHAREHOLDERS OF UQM TECHNOLOGIES, INC. ON OR ABOUT MARCH 11, 2019.

UQM TECHNOLOGIES, INC.
4120 Specialty Place
Longmont, Colorado 80504

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2019

        A special meeting (the "Special Meeting") of shareholders of UQM Technologies, Inc. ("UQM" or the "Company") will be held on April 23, 2019, at 10:00 a.m., local time, at the Company's offices in Longmont, Colorado, for the following purposes:

        Shareholders of record as of the close of business on March 4, 2019 (the "Record Date") will be entitled to notice of and to vote at the Special Meeting. Shareholders will be entitled to one vote for each share of common stock owned by such shareholder on the Record Date.

        Only shareholders of record, their duly authorized proxy holders, beneficial shareholders with proof of ownership and our guests may attend the Special Meeting.

        Shareholders of UQM who do not vote in favor of adopting and approving the Merger Agreement will have the right to seek appraisal of the fair value of their shares if the Merger is completed, but only if they submit a written demand for appraisal to UQM prior to the time the vote is taken on the Merger Agreement and comply with all other requirements as a dissenter under the Colorado Business Corporation Act ("CBCA"). A copy of the applicable CBCA statutory provisions is included as Annex B to the proxy statement delivered herewith, and a summary of these provisions can be found under the "Dissenters' Rights" section of such proxy statement.

March 7, 2019   By order of the board of directors

 
 
/s/ DAVID I. ROSENTHAL
 David I. Rosenthal, Secretary

        YOUR VOTE IS IMPORTANT. Please vote, whether or not you expect to attend the Special Meeting, as soon as possible. You may vote by using the Internet or by telephone or by signing and returning the paper proxy card by mail. Your vote is being solicited by the board of directors. If you attend the Special Meeting, you may vote in person even though you have submitted a proxy.

UQM TECHNOLOGIES, INC.
4120 Specialty Place
Longmont, Colorado 80504

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2019

        This proxy statement (the "Proxy Statement") and proxy card are furnished in connection with the solicitation of proxies to be voted at the special meeting of the shareholders of UQM Technologies, Inc. ("UQM," the "Company," "we," "our," or "us"), which will be held at our offices in Longmont, Colorado, on April 23, 2019, at 10:00 a.m., local time (the "Special Meeting"). On March 11, 2019, we began mailing to the shareholders of record this Proxy Statement and proxy card.

SUMMARY

        The following summary, together with the section of this proxy statement entitled "Questions and Answers about the Special Meeting and the Merger" highlights selected information from this proxy statement and may not contain all of the information that is important to you as a shareholder of the Company. To better understand the Merger, you should read carefully this entire proxy statement, all of its annexes and all documents incorporated by reference into this proxy statement.

The Parties to the Merger (Page 13)

        UQM Technologies, Inc. is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, and industrial markets. A major emphasis for UQM is developing propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles. UQM is IATF 16949 and ISO 14001 certified. The Company's executive offices are located at 4120 Specialty Place, Longmont, Colorado 80504 and its telephone number is: 303-682-4900.

        Danfoss Power Solutions (US) Company ("Danfoss") is a wholly owned subsidiary of Denmark-based Danfoss A/S, a multi-industry technology provider divided into four business segments: Danfoss Power Solutions, Danfoss Cooling, Danfoss Drives, and Danfoss Heating. Danfoss Power Solutions is a leading player in hydraulic systems and components for powering off-highway machinery. Danfoss Cooling is a market leader in the air-conditioning and refrigeration industry. Danfoss Drives' key expertise lies in low-voltage AC drives, power modules, and stacks for a number of industries. Danfoss Heating is a leading producer of residential heating, commercial heating, and district energy products. Danfoss's executive offices are located at Nordborgvej 81, DK-6430 Nordborg, Denmark and its telephone number is: +4574882557.

        Danfoss-2019 Merger Sub, Inc. ("Merger Sub") is a Delaware corporation and a wholly owned subsidiary of Danfoss. Merger Sub was formed solely for the purpose of facilitating Danfoss' acquisition of UQM. Merger Sub's executive offices are located at Nordborgvej 81, DK-6430 Nordborg, Denmark and its telephone number is: +4574882557.

Time, Place and Purpose of the Special Meeting (Page 14)

        The special meeting will be held at 10:00 a.m., local time, on April 23, 2019, at the offices of UQM, at 4120 Specialty Place, Longmont, CO 80504 (the "Special Meeting"). The purpose of the Special Meeting is to consider and vote on the following:

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Who Can Vote at the Special Meeting (Page 14)

        Only holders of record of UQM common stock, as of the close of business on March 4, 2019, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting.

Quorum; Vote Required (Page 14)

        The presence, in person or by proxy, of the holders of one-third of the outstanding shares of our common stock entitled to vote will constitute a quorum. Approval of the Merger Proposal requires the affirmative vote of the holders of two-thirds of the outstanding shares of our common stock. Approval of the Advisory Compensation Proposal and the Adjournment Proposal each requires the affirmative vote of holders of a majority of the shares represented at the meeting and entitled to vote on the matter. A failure to vote your shares, an abstention or a broker non-vote will have the same effect as a vote "AGAINST" on the outcome of the Merger Proposal. A failure to vote your shares, an abstention or a broker non-vote will have no effect on the Advisory Compensation Proposal and the Adjournment Proposal.

Solicitation of Proxies (Page 15)

        UQM will pay all of the costs of this proxy solicitation. In addition to soliciting proxies by mail, directors, officers and employees of UQM may solicit proxies personally and by telephone, e-mail or otherwise. UQM has engaged Okapi Partners to assist in the solicitation of proxies for the special meeting and will pay Okapi Partners, Inc. a fee of approximately $100,000 plus reimbursement of actual out-of-pocket expenses.

Householding (Page 15)

        We, along with some banks, brokers and other nominee record holders, may be participating in the practice of "Householding" proxy statements. This means that we may send only one copy of the proxy to multiple shareholders sharing a household. The Company will promptly deliver a separate copy of this document to any shareholder upon written or oral request to the Secretary of the Company, UQM Technologies, Inc., 4120 Specialty Place, Longmont, Colorado 80504, telephone: (303) 682-4900.

Revocation or Proxies (Page 15)

        Any shareholder giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a shareholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

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The Merger (Page 16)

        Under the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving such Merger as a wholly owned subsidiary of Danfoss.

        Under the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (each, a "Company Share"), other than Company Shares owned by Danfoss, Merger Sub, or any wholly owned subsidiary of the Company, or held in the Company's treasury (and excluding shares with respect to which dissenters' rights are exercised), will be cancelled and converted into the right to receive $1.71 per share in cash (the "Merger Consideration").

        Each option to purchase Company Shares that is outstanding as of the Effective Time (whether vested or unvested) will be cancelled in exchange for the right to receive the excess of the Merger Consideration (aggregated for the Company Shares underlying such option) over the exercise price of such option, less applicable withholding taxes.

        Restricted stock that is not vested immediately prior to the Effective Time will be automatically fully vested and free of any restrictions immediately prior to the Effective Time, and will be treated as Company Shares for all purposes of the Merger Agreement, including the right to receive the Merger Consideration, subject to applicable withholding taxes.

        Warrants that are outstanding at the Effective Time will be cancelled and the holders thereof will be issued replacement warrants exercisable for an amount in cash equal to the aggregate number of Company Shares underlying such warrants multiplied by the excess, if any, of the Merger Consideration over the per share exercise price of the applicable warrant.

        UQM and Danfoss are working together to complete the Merger as quickly as possible after the Special Meeting. UQM anticipates that the Merger will be completed during UQM's second fiscal quarter of 2019, ending June 30, 2019

The Recommendation of UQM's Board and UQM's Reasons for the Merger (Page 22)

        UQM's board of directors (the "Board"), by unanimous vote, has determined that it is advisable and in the best interests of UQM and our shareholders to consummate the Merger and the other transactions contemplated by the Merger Agreement, and unanimously recommends that the shareholders of the Company vote FOR the proposal to adopt and approve the Merger Agreement. For the factors considered by the Board in reaching its decision to approve and declare advisable the Merger Proposal, see the section entitled "The Merger (Proposal 1)—The Recommendation of UQM's Board and UQM's Reasons for the Merger."

Opinion of the Company's Financial Advisor, Duff & Phelps (Page 25 and Annex C)

        Pursuant to an engagement letter, dated December 28, 2018, the Company retained Duff & Phelps, LLC ("Duff & Phelps") to provide an opinion as to the fairness, from a financial point of view, to the shareholders of the Company of the Merger Consideration to be received by such holders in the proposed Merger. At the meeting of the Board on January 18, 2019, Duff & Phelps reviewed with the Board its financial analysis of the Merger Consideration, responded to questions from the Board, and then delivered its opinion to the Board that, as of January 18, 2019 and based upon and subject to the assumptions, qualifications and limiting conditions contained in its written opinion, and discussed with

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the Board, the Merger Consideration to be received by the shareholders of the Company in the Merger was fair from a financial point of view to such holders..

        The full text of the Opinion is attached as Annex C to this Proxy Statement and is incorporated herein by reference. The full text of the Opinion sets forth a description of the assumptions made, procedures followed, matters considered and qualifications and limitations in rendering the Opinion. The Company encourages you to read the Opinion carefully and in its entirety.

Conditions to Closing the Merger (Page 50)

        Mutual Conditions:    The obligations of each party to effect the Merger are subject to satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

        Conditions to Obligations of Danfoss and Merger Sub.    The obligations of Danfoss and Merger Sub to effect the Merger are subject to satisfaction or waiver by Danfoss and Merger Sub on or prior to the Effective Date of the following conditions:

        Conditions to Obligation of the Company to Close.    The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company on or prior to the Effective Time of the following conditions:

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Financing Conditions (Page 35)

        The Merger is not conditioned upon the receipt of financing by Danfoss or Merger Sub.

Interests of the Company's Directors and Executive Officers in the Transaction (Page 35)

        General.    In considering the recommendation of our Board with respect to the Merger Proposal and the Advisory Compensation Proposal, you should be aware that some of our directors and executive officers have interests in the Merger that may differ from, or be in addition to, the interests of shareholders generally, including for the following reasons, among others: potential employment of our executive officers following the Merger; the accelerated vesting and/or cash-out of Company equity awards held by them; and our directors' and officers' rights under the Merger Agreement to ongoing indemnification and insurance coverage.

Takeover Proposal (Page 47)

        Under the Merger Agreement, the Company has agreed that it will, and will cause its subsidiaries to, immediately cease and cause to be terminated, and shall not authorize or knowingly permit any of its or their representatives to continue, any and all existing activities, discussions, or negotiations, if any, with any third party (other than Danfoss, Merger Sub and their respective representatives) with respect to any Takeover Proposal and will use reasonable best efforts to cause any such third party in possession of non-public information in respect of the Company or any of its subsidiaries that was furnished by or on behalf of the Company and its subsidiaries to return or destroy all such information.

        The Company will not, and will cause each of its subsidiaries not to, and shall not authorize its and their representatives, to, directly or indirectly:

        Notwithstanding the foregoing, prior to the approval of the Merger Agreement and the Merger by the shareholders of the Company, the Board may (i) participate in negotiation or discussion with any third party that has made a bona fide, unsolicited Takeover Proposal in writing that the Board believes in good faith, after consultation with outside legal counsel and its financial advisors, constitutes a Superior Proposal (as defined below), (ii) furnish to such third party non-public information relating to the Company and its subsidiaries pursuant to an executed confidentiality agreement, (iii) make a Company Adverse Recommendation Change (as defined below), and/or (iv) take any action that any court of competent jurisdiction orders the Company to take, but in each case solely to the extent the Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would constitute a breach of its fiduciary duties under applicable law.

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        The Company has agreed to promptly (and in no event more than 24 hours) following the Company's receipt of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, or any request for non-public information relating to the Company or for access to the business, properties, assets, books, or records of the Company or any of its subsidiaries by any third party, provide Danfoss with written notice of such Takeover Proposal or request, which notice must include a written summary of the material terms and conditions thereof (including the identity of the person making such Takeover Proposal or inquiry).

        In addition, the Company will keep Danfoss fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company must also provide Danfoss with not less than 48 hours' prior notice of any meeting of the Board at which any Takeover Proposal is expected to be considered.

        At any time prior to the approval of the Merger Agreement and the Merger by the holders of Company Shares, the Board may change its recommendation and withdraw, amend, modify or materially qualify its recommendation in a manner adverse to Danfoss ("Company Adverse Recommendation Change") or enter into an agreement with a third party for the acquisition of the Company acquisition of 15% or more of the voting interests of the Company (a "Takeover Proposal") if:

Termination of the Merger Agreement (Page 52)

        The Merger Agreement may be terminated at any time prior to the Effective Date by the mutual written consent of all of the parties to the Merger Agreement. In addition, either the Company or Danfoss may terminate the Merger Agreement if:

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        Danfoss may also terminate the Merger Agreement if:

        The Company may also terminate the Merger Agreement if:

        In the event that the Merger Agreement is terminated by (i) Danfoss or the Company as a result of the Company's acceptance of a Superior Offer in compliance with the terms and conditions set forth in the Merger Agreement and described above under the section "Other Covenants and Agreements—Takeover Proposal", or (ii) by Danfoss as a result of a breach of any representation, warranty, covenant, or other agreement of the Company set forth in the Merger Agreement as described above, the Company will be obligated to pay Danfoss a termination fee in the amount of $3,500,000 (the "Termination Fee") plus the value of the expenses actually incurred by Danfoss in connection with the Transaction up to the date of termination.

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Regulatory Approvals (Page 41)

        The consummation of the Merger Agreement and the Merger are conditioned upon receipt of the approval of the U.S. Committee on Foreign Investment in the United States ("CFIUS").

Material U.S. Federal Income Tax Consequences of the Merger (Page 39)

        If you are a U.S. Holder (as defined below in "The Merger (Proposal 1) Material U.S. Federal Income Tax Consequences of the Merger"), the receipt of cash in exchange for Company Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of Company Shares who receives cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between (a) the amount of cash received and (b) such U.S. Holder's adjusted tax basis in the Company Shares exchanged therefor. Such gain or loss generally will constitute capital gain or loss and will constitute long-term capital gain or loss if the U.S. Holder's holding period for the Company Shares is more than one year as of the closing date of the Merger.

        You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of Company Shares for cash pursuant to the Merger in light of your particular circumstances (including the application and effect of any federal, state, local, or foreign tax laws).

Dissenters' Rights of Appraisal (Page 57)

        For holders of Company Shares that are issued and outstanding immediately prior to the Effective Time who did not vote in favor of the Merger and who properly demand the fair value of such shares and otherwise comply in all respects with the provisions of Article 113 of the CBCA (the "Dissenting Shareholders"), their Company Shares shall not be converted into the right to receive the Merger Consideration, but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Article 113 of the CBCA. At the Effective Time, such Dissenting Shareholder's Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the provisions of Article 113 of the CBCA and the Merger Agreement.

Voting and Support Agreement (Page 53)

        In connection with the execution and delivery of the Merger Agreement, GDG Green Dolphin, LLC, which holds approximately 7.4% of the issued and outstanding shares of the Company and each director and executive officer of the Company, in their respective capacities as shareholders of Company, have each entered into a Voting and Support Agreement with Danfoss and Merger Sub (each, a "Voting Agreement"), pursuant to which such shareholders have agreed, among other things, to vote their respective Company Shares (and any shares of Company common stock they may later acquire), in favor of the approval of the Merger and the adoption of the Merger Agreement and any related matters, against any Takeover Proposal and against any other action involving the Company that is intended, or would reasonably be expected to interfere with or adversely affect the consummation of the Merger or the transactions contemplated by the Merger Agreement.

        In addition, in the Voting Agreements each shareholder agreed to certain affirmative and negative covenants, including: to not demand appraisal of any of their Company Shares (or shares of Company common stock they may later acquire) or exercise a right to dissent from the transactions contemplated by the Merger Agreement; to refrain from sales or other transactions involving their respective Company Shares (or shares of Company common stock they may later acquire); and to not solicit, initiate, encourage or facilitate the submission by any person(s) to the Company of any Takeover Proposal or any inquiries or proposals that would reasonably be expected to lead to any Takeover Proposal.

        Thus description of the Voting Agreements is qualified in its entirety by reference to the form of the Voting Agreement, which was provided as Exhibit 10.1 to the Company's Form 8-K filed or furnished with the SEC on January 22, 2019.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND MERGER

Q:
Why am I receiving this Proxy Statement?

A:
A:    You have received this Proxy Statement and the attached proxy materials because you own shares of UQM common stock and the Board is soliciting your proxy to vote your shares at the Special Meeting in connection with the Merger Agreement, the advisory (non-binding) vote on specified compensation that may become payable to our named executive officers in connection with the Merger and the adjournment and postponement of the Special Meeting, if necessary. This Proxy Statement describes issues on which we would like you to vote at our Special Meeting. It also gives you information on these issues so that you can make an informed decision.

Q:
On what items am I voting?

A:
You will be voting on the following three proposals:

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A proposal to adopt and approve the Merger Agreement, by and among the Company, Danfoss, and Merger Sub, pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Danfoss (the "Merger" or the "Transaction" and, such proposal, the "Merger Proposal").

•
A proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to our named executive officers in connection with the Merger (the "Advisory Compensation Proposal"); and

•
A proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement (the "Adjournment Proposal").

Q:
What is the proposed merger transaction?

A:
The proposed transaction is the acquisition of UQM by Danfoss through the consummation of the Merger, pursuant to the Merger Agreement. Once the Merger Agreement has been adopted and approved by the Company's shareholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the Merger and will become a wholly owned subsidiary of Danfoss.
Q:
What are the primary terms of the Merger Agreement with the Buyer?

A:
Under the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Company Share, other than shares owned by Danfoss, Merger Sub, or any wholly owned subsidiary of the Company, or held in the Company's treasury, will be cancelled and converted into the right to receive the Merger Consideration, unless such holders of Company Shares elect to seek to exercise and perfect dissenters' rights under the Colorado Business Corporation Act (the "CBCA").

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Q:
How does the per share Merger Consideration compare to the unaffected market price of our common stock?

A:
The $1.71 per share Merger Consideration represents approximately a 52.5% premium to the closing price of our common stock on January 18, 2019, the last trading day prior to the announcement of the execution of the Merger Agreement.

Q:
If shareholders approve the Merger Agreement, will we be required to sell our stock of UQM?

A:
Yes. Once the Merger Agreement is approved by our shareholders and the Merger is effective, shareholders of record will receive the Merger Consideration and the Company's common stock will be canceled and retired. Under the CBCA, a shareholder who does not wish to accept the Merger has the right to dissent and to seek an appraisal of, and to be paid the fair value for, his or her Company Shares, provided that the holder fully complies with all applicable provisions of Article 113, Title 7, of the CBCA. See "Dissenters' Rights" and Annex B of this Proxy Statement.

Q:
What voting power do I have?

A:
At the Special Meeting, holders of Company Shares will have one vote per share that our records show were owned as of the Record Date.

Q:
If the Merger is approved will UQM remain a public company?

A:
No. It is expected that once the Merger Agreement is closed, Danfoss will cause the Company to delist its shares from the NYSE American Stock Exchange and to deregister its shares under the Securities Exchange Act of 1934, as amended.

Q:
Does the Board recommend the Merger?

A:
The Board has unanimously approved the Merger Agreement and the transactions contemplated thereby, and unanimously recommends that shareholders vote FOR the Merger Proposal, FOR the Advisory Compensation Proposal, and FOR the Adjournment Proposal. You should read the section entitled "The Merger—The Recommendation of the Company's Board of Directors and the Company's Reasons for the Merger" for a discussion of the factors that the Board considered in deciding to recommend voting for adoption and approval of the Merger Agreement.

Q:
Is the Merger expected to result in tax obligations to holders of our common stock?

A:
Your receipt of the cash Merger Consideration for each of your shares of our common stock pursuant to the Merger will likely be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under state, local or non-U.S. income or other tax laws. You should consult your tax advisor to determine the tax consequences that apply for you.

Q:
When do you expect the Merger to be completed?

A:
UQM and Danfoss are working together to complete the Merger as quickly as possible after the Special Meeting. UQM anticipates that the Merger will be completed during its second fiscal

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Q:
What happens if the Merger is not complete?

A:
If the Merger Agreement is not adopted by the shareholders, or if the Merger is not completed for any other reason, our shareholders will not receive any payment for their Company Shares in connection with the Merger. Instead, UQM will remain a public company and the Company Shares will continue to be listed or quoted on NYSE American Stock Exchange. In addition, under specified circumstances, we may be required to pay Danfoss a termination fee of $3.5 million. See "The Merger Agreement—Termination of the Merger Agreement".

Q:
What will happen if shareholders do not approve the Advisory Compensation Proposal in connection with the Merger?

A:
The approval of the Advisory Compensation Proposal is not a condition to the completion of the Merger. The vote on this proposal is an advisory vote and will not be binding on the Company or Danfoss. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Therefore, regardless of whether our shareholders approve this proposal, if the Merger is completed, the specified compensation will still be paid to our named executive officers to the extent payable in accordance with the terms of the Merger Agreement and their respective executive employment agreements.

Q:
What do I need to do now? How do I vote my shares of common stock?

A:
Please read this proxy statement carefully, including its annexes and the documents incorporated by reference into this proxy statement. Your vote is important. If you are a shareholder of record of Company Shares, you can ensure that your Company Shares are voted at the special meeting by submitting your proxy by:

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mail, using the enclosed postage-paid envelope;

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telephone, using the toll-free number listed on each proxy card; or

•
the internet, at the address provided on each proxy card.
Q:
Can I revoke my proxy?

A:
Yes. You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a stockholder of record of common stock, you may revoke your proxy by notifying the Company's Secretary in writing at c/o UQM Technologies, Inc., 4120 Specialty Place, Longmont, Colorado 80504, or by submitting a new proxy by telephone, the internet or mail, in each case, dated after the date of the proxy being revoked.

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Q:
What happens if I sell my Company Shares before completion of the Merger?

A:
If you transfer all of your Company Shares (or rights to acquire such Company Shares), you will have transferred your right to receive the Merger Consideration in the Merger and lost your right to pursue appraisal of your shares under the CBCA. To receive the Merger Consideration (or, if you properly demand appraisal, to remain entitled to appraisal rights with respect to your Company Shares), you must hold your Company Shares through completion of the Merger.
Q:
Should I send in my stock certificates now?

A:
No. At or about the date of completion of the Merger, if you hold certificated shares, you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to the funding agent to receive the Merger Consideration. Do not send any stock certificates with your proxy.
Q:
Who can help answer my other questions?

A:
If you have additional questions about the Merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor, Okapi Partners, at:

1212 Avenue of the Americas, 24th Floor
New York, NY 10036
855-305-0857

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 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        This Proxy Statement contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), including statements about our beliefs or current expectations of the future financial prospects, operations and corporate governance procedures of the Company following the closing of the Transaction as well as our current beliefs of the future prospects of the Company if the Transaction does not occur, whether as a result of a failure of our shareholders to approve the Transaction or otherwise. We intend the forward-looking statements throughout this Proxy Statement to be covered by the safe harbor provisions for forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual outcomes to differ materially from our expectations. UQM undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Proxy Statement. In addition to other factors and matters contained or incorporated in this document, UQM advises that the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

THE PARTIES TO THE MERGER

        UQM is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, and industrial markets. A major emphasis for UQM is developing propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles. UQM is IATF 16949 and ISO 14001 certified. UQM's executive offices are located at 4120 Specialty Place, Longmont, CO 80504 and its telephone number is: 303-682-4900.

        Danfoss is a wholly owned subsidiary of Denmark-based Danfoss A/S, a multi-industry technology provider divided into four business segments: Danfoss Power Solutions, Danfoss Cooling, Danfoss Drives, and Danfoss Heating. Danfoss Power Solutions is a leading player in hydraulic systems and components for powering off-highway machinery. Danfoss Cooling is a market leader in the air-conditioning and refrigeration industry. Danfoss Drives' key expertise lies in low-voltage AC drives, power modules, and stacks for a number of industries. Danfoss Heating is a leading producer of residential heating, commercial heating, and district energy products. Danfoss's executive offices are located at Nordborgvej 81, DK-6430 Nordborg, Denmark and its telephone number is: +4574882557.

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        Danfoss-2019 Merger Sub, Inc. is a Delaware corporation and a wholly owned subsidiary of Danfoss. Merger Sub was formed solely for the purpose of facilitating Danfoss' acquisition of UQM. Merger Sub's executive offices are located at Nordborgvej 81, DK-6430 Nordborg, Denmark and its telephone number is +4574882557.

SPECIAL MEETING OF THE COMPANY'S SHAREHOLDERS

Time, Place and Purpose of the Special Meeting

        The special meeting will be held at 10:00 a.m., local time, on April 23, 2019, at the offices of UQM, at 4120 Specialty Place, Longmont, Colorado 80504. The purpose of the special meeting is to consider and vote on the proposal to adopt and approve the Merger Agreement and the Merger (the "Merger Proposal") and the adjournment or postponement of the Special Meeting, if necessary (the "Adjournment Proposal").

        In addition, in accordance with Section 14A of the Exchange Act, we are providing holders of Company Shares with the opportunity to cast an advisory (non-binding) vote on specified compensation that may be payable to our named executive officers in connection with the Merger, the value of which is disclosed in the table in the section of the proxy statement entitled "The Merger (Proposal 1) Interests of Certain Persons in the Merger" (the "Advisory Compensation Proposal"). The vote on the Advisory Compensation Proposal is separate from the vote to adopt the Merger Proposal and the Adjournment Proposal. Accordingly, a holder of Company Shares may vote to approve the adoption of the Merger Proposal and vote not to approve the Advisory Compensation Proposal and vice versa. Approval of this Advisory Compensation Proposal is not a condition to the completion of the Merger. Because the Advisory Compensation Proposal vote is advisory in nature only, it will not be binding on either the Company or Danfoss. Accordingly, because we are contractually obligated to pay the specified compensation, such compensation will be payable, subject only to the conditions applicable to such payment, if the Merger is completed and regardless of the outcome of the advisory vote.

        The Board, by unanimous vote, has determined that it is advisable and in the best interests of UQM and our shareholders to consummate the Merger and the other transactions contemplated by the Merger Agreement, and unanimously recommends that shareholders vote FOR the Merger Proposal, FOR the Advisory Compensation Proposal and FOR the Adjournment Proposal.

Who Can Vote at the Special Meeting

        Only holders of record of UQM common stock, as of the close of business on March 4, 2019, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. If you own Company Shares that are registered in the name of someone else, such as a broker, you need to direct that person to vote those shares or obtain an authorization from them and vote the shares yourself at the special meeting. On the record date, there were 56,197,188 shares of common stock outstanding. Each Company Share is entitled to one vote at the Special Meeting.

Quorum; Vote Required

        The presence, in person or by proxy, of the holders of one-third of the outstanding shares of our common stock entitled to vote will constitute a quorum. If a quorum is present, we can hold the Special Meeting and the conduct business discussed herein.

        Approval of the Merger Proposal requires the affirmative vote of the holders of not less two-thirds of the outstanding shares of our common stock. We will likely adjourn the Special Meeting until a later date if we do not have a sufficient number of shares present to approve the Merger Proposal. Approval of the Advisory Compensation Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares represented at the meeting and entitled to vote on the matter. A

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failure to vote your shares, an abstention or a broker non-vote will have the same effect as a vote "AGAINST" on the outcome of the Merger Proposal. A failure to vote your shares, an abstention or a broker non-vote will have no effect on the Advisory Compensation Proposal and the Adjournment Proposal.

Solicitation of Proxies

        UQM will pay all of the costs of this proxy solicitation. In addition to soliciting proxies by mail, directors, officers and employees of UQM may solicit proxies personally and by telephone, e-mail or otherwise. None of these individuals will receive additional or special compensation for soliciting proxies. Upon request, UQM will reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

        UQM has engaged Okapi Partners to assist in the solicitation of proxies for the special meeting and will pay Okapi Partners a fee of approximately $100,000 plus reimbursement of actual out-of-pocket expenses.

Householding

        We, along with some banks, brokers and other nominee record holders, may be participating in the practice of "Householding" proxy statements. This means that only one copy of the proxy may have been sent to multiple shareholders sharing a household. The Company will promptly deliver a separate copy of this document to any shareholder upon written or oral request to the Secretary of the Company, UQM Technologies, Inc., 4120 Specialty Place, Longmont, Colorado 80504, telephone: (303) 682-4900.

Revocation or Proxies

        Any holder of Company Shares giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a shareholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

        Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or be sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the Special Meeting.

        If you hold your Company Shares in "street name" through a bank, broker, trust, or other nominee, you will need to follow the instructions provided to you by your bank, broker, trust, or other nominee in order to revoke your voting instructions or submit new voting instructions.

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 THE MERGER (PROPOSAL 1)

        The discussion of the merger in this Proxy Statement is qualified by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A. You should read the Merger Agreement carefully.

Background of the Transaction

Overview

        The proposed Merger with Danfoss is the culmination of a several-year long evolution of the Company and the industry in which it operates and a resulting realization by the Company and its Board that in order to survive and thrive it needs to engage in a fundamental transaction with a strategic partner.

        Beginning in 2011, the Company adopted a plan to locate a strategic partner that would support the Company in its efforts to expand internationally, and particularly in the market for electric vehicles and controllers in China. The Chinese market for electric vehicle propulsion systems is the largest and the electric vehicle motor and controller market is highly competitive. The Board anticipated that the sector would experience increased consolidation, and that UQM's limited financial position would prevent it from efficiently accessing such international markets without a strategic partner that would provide sufficient scale to compete effectively with the Company's larger competitors. Thus, the Company initiated its strategy to locate a strategic partner, particularly a partner that could provide financial support and access while allowing UQM to develop and sell its products into the international markets including the Chinese market. Selection criteria for the strategic partner was that it must be able to provide needed capital, access to the market, and the sales and development infrastructure necessary to develop and sell the Company's products in international markets, including China.

        In order to execute this strategy, on September 25, 2013 the Board formed a Special Committee of independent directors of the Board (the "Special Committee") to negotiate and analyze any significant transactions with a strategic partner. The Special Committee was reauthorized through a Special Committee Charter approved on June 2, 2016, and subsequently reaffirmed on October 16, 2018.

        On July 16, 2014, the Company engaged the investment banking firm BDA Advisors to contact potential strategic investors and/or partners in the United States as well as overseas about an investment in, or manufacturing partnership with, the Company. The Special Committee and management chose BDA Advisors for its experience and connections in East Asia as well as its familiarity with the Company and its operations and strategy.

        In 2015, the Company directed BDA Advisors to engage in a broad canvassing of the entire market with a focus on Chinese and East Asian markets to seek potential investors/partners, which led to increased interest and activity with potential investors and partners in late 2015 and early 2016.

        In its preliminary screening effort, BDA Advisors prepared a list and had preliminary contact with over 100 public and private companies globally who they believed would be interested in a strategic investment in, or other arrangement with, the Company. The Company reviewed and finalized the list with BDA Advisors, including adding other companies the Company wished to approach, resulting in a list of 85 potential strategic investors and/or partners who the Company and BDA Advisors believed could be a good fit for the Company and its strategic plans. Through the remainder of 2015 and into 2016, BDA Advisors contacted a total of approximately 50 target companies at the direction of the Company. Of the target companies that were approached, the most serious interest was shown by Asian companies, mainly from China. Subsequently, UQM executives visited a number of the potential partner companies in China and several of them paid reciprocal visits to the UQM facilities in Colorado in what would be considered the pre-due diligence phase.

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Hybrid Kinetic Purchase and Sale Agreement in 2016

        On June 28, 2016, the Company entered into a Stock Issuance and Purchase Agreement (the "HKG Purchase Agreement") with American Compass, Inc. ("American Compass"), a California corporation and wholly owned subsidiary of Hybrid Kinetic Group Limited, a publicly traded Bermuda company listed on the Hong Kong Stock Exchange ("Hybrid Kinetic"), pursuant to which American Compass would purchase 66.5 million newly issued shares of the Company's common stock for an aggregate purchase price of $47,880,000. The newly issued shares would have resulted in American Compass owning approximately 51% of the Company's shares of common stock. The Board approved the HKG Purchase Agreement and transactions contemplated thereby.

        The amount to be paid by Hybrid Kinetic through American Compass represented approximately a 6.4% premium to the volume-weighted average trading price of the Company's common stock for the 90-day period ending on June 27, 2016.

        As part of the HKG Purchase Agreement, Hybrid Kinetic sought to amend the Company's articles of incorporation and bylaws in ways to reduce minority shareholder voting rights. The proposal to acquire a majority interest of the Company's outstanding common stock was approved by the Company's shareholders, but the HKG Purchase Agreement was rejected by the Company's shareholders due to its requirement to amend the Company's article of incorporation and bylaws to reduce minority shareholder voting rights. As a result, the transaction was ultimately terminated.

CNHTC/Sinotruk Purchase and Sale Agreement in 2017

        Following the termination of the HKG Purchase Agreement, in January 2017, the Board conducted a review of its strategic investment strategy. The Board determined that the reasons supporting the decision to seek a strategic partner that could assist the Company in expanding into international markets, including China, remained. In early 2017, the Company approached National Heavy Duty Truck Group Co. Ltd. ("CNHTC") and its wholly owned subsidiary, Sinotruk (BVI) Limited ("Sinotruk"), to discuss opportunities for investment in the Company and to develop and sell electric motors and controller products for sale into the China market. The discussions included discussion of a potential Chinese development and manufacturing joint venture and potential minority investment in the Company.

        Sinotruk proposed a two stage investment in the Company, pursuant to which Sinotruk would acquire newly issued shares of our common stock in two stages, and UQM and CNHTC would plan to create a joint venture to manufacture and sell electric propulsion systems for commercial vehicles and other vehicles in China. The proposed Sinotruk transaction, if approved by the Company's shareholders and CFIUS, would have resulted in Sinotruk owning a total of 34% of the Company's outstanding shares at a purchase price of $0.95 per share, which represented a 15% premium over the 30-day closing price average for the period ending on the last trading date before signing.

        On August 25, 2017, the Company entered into a Stock Purchase Agreement with Sinotruk (the "Sinotruk Purchase Agreement"). The first stage investment closed on September 25, 2017, resulting in Sinotruk acquiring 5,347,300 shares of the Company's common stock, representing 9.9% of the total outstanding shares as of the date of the Sinotruk Purchase Agreement, for aggregate consideration of approximately $5.1 million. In the second stage, Sinotruk was to acquire such number of additional shares (the "Second Stage Shares") resulting in Sinotruk owning a total of 34% of the Company's then-outstanding common stock on a fully diluted basis (the "Second Stage Transaction"). The purchase price for the Second Stage Shares was identical to the price at which the shares were sold in the First Stage Transaction—$0.95 per share. If completed, the total transaction would have brought approximately $28.3 million in cash to UQM.

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        On May 9, 2018, the Company announced that the closing of the Second Stage Transaction would not occur because CFIUS determined that it would not approve the Second Stage Investment. As a result, in January 2019, we formally notified Sinotruk of the termination of the Sinotruk Purchase Agreement.

Proposed Danfoss Merger Agreement and Plan of Merger:

        After CFIUS denied the joint application by the Company and CNHTC to complete the Second Stage Investment and corresponding purchase of the Company shares, it was clear to the Company that it would need additional funding and/or a strategic investment partner to support the Company's business plan and development cycle. Because of CFIUS' general concerns regarding risks of misappropriation of UQM's intellectual property and trade secrets by Chinese-based investors, the Company concluded Chinese investors would no longer be a viable option. Accordingly, the Company turned its focus to North American, European and Indian based companies.

        In parallel to the Company's attempt to seek a strategic partner, the Company also noted the significant consolidation taking place in the electric propulsion sector. In 2016, BorgWarner acquired Remy International, a manufacturer of traction motors and other motor products, and a competitor of the Company. In July 2017, BorgWarner announced that it would also acquire Sevcon, a manufacturer of inverters. In June 2018, Dana, Inc. announced it would purchase a majority interest in TM4, Inc., one of the Company's largest competitors. In addition, several other acquisitions and alliances were announced globally in this segment along with other major companies announcing significant investments into electric propulsion technology. In each case, the combined competitor companies could demonstrate significantly increased scale in their purchasing power, manufacturing capacity and global reach, each of which is critical to effectively competing in the electric propulsion industry.

        At a Board meeting held on June 20, 2018, the Board reviewed the status of the Company's sales and its international expansion strategy. David Rosenthal, the Company's Chief Financial Officer ("Rosenthal"), reported that because the Company could no longer rely on CNHTC's second tranche investment, management was considering several alternative funding sources. Joseph Mitchell, the Company's President and Chief Executive Officer ("Mitchell"), also presented to the Board the status of consolidation in the industry and the Company's sales in China. Mitchell noted that Sinotruk's projected sales were lower than those initially projected. The Board concluded that the Company's immediate need for additional funds and the rapidly accelerating consolidation and increased global competition in the sector would require the Company to accelerate its search for a strategic investor.

        At the Board meeting held on October 16, 2018, the Board reaffirmed the mandate of the existing Special Committee and tasked it with the oversight of the strategic alternatives review process, with Chairman of the Board, Don Vanlandingham, and independent directors Joe Sellinger and Stephen Roy as members of the committee. The other members of the Board were invited to participate in committee meetings and did participate from time to time.

        During the period beginning with the engagement of BDA Advisors in 2015 until CFIUS' rejection of the CNHTC transaction in March 2018, the Company directly contacted or was contacted by at least 200 companies located worldwide to discuss possible strategic investments or strategic development and sales joint ventures. Following CFIUS' determination not to approve the CNHTC second tranche transaction, the Company contacted several additional companies globally to explore potential strategic investments. The types and locations of the companies that were contacted varied, including major companies in India, North America, Europe and Asia and including strategic partnering options from direct investment, joint ventures to convertible debt options. These companies included current customers, potential customers and suppliers of the Company along with others that had an interest in expanding their capabilities in this space. Most of the companies ultimately declined to engage beyond the initial high level discussion stages, although two potential investors did enter into confidentiality

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agreements and initiated due diligence, including technical and financial diligence and several visits to the UQM headquarters. They subsequently declined to make a meaningful investment offer.

        In August 2018 Danfoss contacted the Company directly to discuss collaboration opportunities. The parties executed a confidentiality agreement on August 28, 2018 to allow Danfoss to conduct initial due diligence.

        On September, 6, 2018, Nis Jessen, Vice President Business Development Electrification of Danfoss ("Jessen") and Kimmo Rauma, Vice President at Danfoss Power Solutions ("Rauma"), met via Skype with Ian Stonington, Business Development & Marketing at the Company ("Stonington") to arrange a meeting during the EV Tech Show in Novi, Michigan.

        On September 12, 2018 Jessen and Rauma met with Adrian Schaffer, Senior Vice President of Sales and Business Development for UQM ("Schaffer"), Stonington and Joe Meylor, Senior Program Manager at UQM ("Meylor") in Novi, Michigan and engaged in a general discussion about potential relationship between UQM and Danfoss.

        On September 27, 2018, Jessen, Rauma, Thorsten Boger, Director Business Development Electrification at Danfoss ("Boger"), Daniel Pfeifer, M&A and Integration Controller for Danfoss ("Pfeifer") and Troels Petersen, Senior Vice President Danfoss M&A ("Petersen") met with Mitchell and Schaffer at Danfoss' offices in Hamburg, Germany. At that meeting, the Danfoss team presented to the UQM team about Danfoss and its capabilities and UQM made a similar presentation to Danfoss. The parties engaged in a high-level discussion about a potential investment by Danfoss in UQM. No specific terms of such investments were discussed at the meeting.

        On October 8-9, 2018, Jessen, Rauma and Petersen from Danfoss met with Mitchell, Schaffer, Josh Ley, UQM Vice President of Technology ("Ley"), Rosenthal, and Jim Spellman, Senior Manufacturing Engineering Manager at UQM ("Spellman"), in addition to several other engineering managers from UQM at UQM's offices in Longmont Colorado. The UQM team provided a detailed presentation regarding UQM's engineering, manufacturing and financial status. The parties then discussed Danfoss' interest in investing in UQM and specifically its initial interest in acquiring a majority interest in UQM.

        On October 16, 2018, Mitchell provided a report to the Board at a meeting during which he summarized the status of the discussions with Danfoss and other potential strategic investors. The Board members agreed that the parties should continue initial discussions and engage in due diligence.

        Subsequently, UQM started providing Danfoss with more detailed due diligence information and the parties engaged in a full due diligence exercise.

        On October 29, 2018, Jessen and Petersen from Danfoss met by Skype with Mitchell to discuss a potential transaction.

        On October 30, 2018, Mitchell provided the UQM Board a detailed update on the Danfoss discussions, pre-due diligence visit status and next planned steps with Danfoss. The Board agreed that the potential benefits of a strategic transaction with Danfoss were positive and authorized continuing the discussions.

        On November 5, 2018, Jessen and Petersen from Danfoss met by Skype with Mitchell to discuss a potential transaction.

        On November 12, 2018, Jessen and Petersen from Danfoss met by Skype with Mitchell to discuss a potential transaction.

        On November 16, 2018, Petersen sent Mitchell a draft non-binding letter of intent pursuant to which Danfoss offered to acquire between 51% and 100% of the Company's outstanding capital stock

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and to negotiate in good faith the potential transaction along with a 15 business day exclusivity period for Danfoss to conduct its formal due diligence.

        On November 19, 2018 the UQM Board met to consider the proposed letter of intent. After discussion, the Board authorized Mitchell to work with the legal advisors to negotiate a final letter of intent consistent with U.S. standards and customs, and assuming a letter of intent could be finalized the Board approved UQM management to complete formal due diligence with Danfoss and approved the 15-day exclusivity period to conduct due diligence.

        On November 20, 2018, Mitchell sent Petersen a revised letter of intent that included proposed changes by UQM.

        On November 20, 2018, Mitchell, Peterson and their legal representatives discussed the terms of the exclusivity period and reviewed the due diligence schedule. Based on the call, the parties agreed to revised terms of the letter of intent. On November 21, 2018, Mitchell sent Petersen the revised letter of intent that included changes discussed between the parties on the call the day before. Also on November 21, 2018, the parties executed a non-binding letter of intent in which Danfoss offered to acquire between 51% and 100% of the Company's outstanding capital stock and to negotiate in good faith the potential transaction along with a 15 business day exclusivity period for Danfoss to conduct its formal due diligence. This non-binding letter of intent was approved by the board of directors of each company and executed on the same date.

        On November 26, Mitchell, Petersen, and representatives of UQM and Danfoss met to discuss a detailed due diligence process and schedule.

        On November 29 2018, Mitchell provided an update to the UQM Special Committee regarding the status of the discussions and the strategies for continuing the dialogue with Danfoss. The Special Committee asked questions regarding the diligence timing and potential Danfoss agreement.

        Between December 5 through December 7, 2018, representatives of the Danfoss technical and commercial divisions traveled to Colorado to visit the UQM headquarters and to conduct technical and commercial due diligence. Representatives of Danfoss included Jessen, Tero Jarvelainen, Director of Research and Development, Christopher Prowell, an intellectual property consultant, Thorsten Boger, Director of Business Development, and Daniel Pfeifer, Danfoss' Mergers and Acquisitions and Integration Controller. Representatives of UQM at the meetings included Mitchell, Rosenthal and Ley, with other members of UQM's executive, technical, operations, finance and business development teams available as needed. The group conducted a detailed review of all aspects of UQM's technology, finances, customer base, and business plan.

        On December 13, 2018, the Company received from Danfoss a non-binding indication of interest which included a proposal to acquire 100% of the shares of the Company at a purchase price of between $1.50-1.60 per share of Company common stock.

        On December 17, 2018, the Special Committee of the Board met to evaluate the Danfoss indication of interest. The Special Committee reviewed Danfoss' proposed pricing and transaction structure and concluded that it was generally reasonable and reflected a price generally consistent with the Company's budget for 2020 and material assumptions regarding long term growth and revenue, although it appeared to understate potential intangible assets of the Company such as its experienced personnel and the value of its intellectual property. The Special Committee asked its legal advisor questions regarding the structure and timing of the proposed Merger, and the fiduciary duties of the Board. Following discussion, the Special Committee recommended that the full Board approve further negotiations with Danfoss of the proposed merger, and provide a counter offer to the price offered by Danfoss. Based on the Company's intangible value and consideration of future revenues not captured in the Danfoss analysis, the Special Committee concluded that price should be higher than the range of $1.50 to $1.60 per share put forth in the Danfoss indication of interest

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        On December 18, 2018, the Board held a meeting to review the Company's 2019 budget and evaluate the Special Committee's recommendation. Management, including Rosenthal, presented the 2019 budget, which demonstrated a forecasted annual cash burn rate of $1.1 million for 2019. Rosenthal explained that the Company held less than $3 million in cash and cash equivalents and that the Company's credit facility with Bank of the West, in the amount of approximately $4.6 million was due and payable on March 15, 2019, accentuating the need for external financing. Following discussion, the Board authorized Mr. Vanlandingham and Mr. Mitchell to continue negotiations of the merger, but to propose an increase in the price offered by Danfoss of up to $2.18 per share.

        On December 19, 2018, Mitchell and Petersen had a phone conversation during which Mitchell advised that the UQM Board would endorse a transaction for the sale of 100% of UQM's common stock at a price of $2.18 per share.

        On December 21, 2018, Petersen and Mitchell held further discussions to resolve the Merger Consideration. Petersen indicated the counter offer from UQM exceeded the Danfoss valuation calculations and could not be accepted but that Danfoss remained very interested in working with UQM to further the discussions. The parties agreed to meet in New York in January 2019 to attempt to reach a final resolution of the price.

        On January 7-8, 2019, principals of the Company, including Vanlandingham, Mitchell, and Rosenthal, met with representatives of Danfoss, including Petersen, Jessen, and Anders Stahlschmidt, Danfoss' General Counsel, to continue discussions and negotiate key provisions of the proposed Merger Agreement, together with the parties' legal advisors and Danfoss' financial advisor, Greenhill. During that meeting and after considering various valuation-related points of input, the parties, tentatively agreed to a price per share of $1.71, subject to review and approval by the parties' respective boards of directors.

        On January 18, 2019, the Board, including all of the members of the Special Committee, held a telephonic meeting to consider and vote on the Merger Agreement. At this meeting Duff & Phelps reviewed with the Board its financial analysis of the Merger Consideration, responded to questions from the Board, and then delivered its opinion to the Board that, as of January 18, 2019 and based upon and subject to the assumptions, qualifications and limiting conditions contained in its written opinion, and discussed with the Board, the Merger Consideration to be received by the shareholders of the Company in the Merger was fair from a financial point of view to such holders. The Board asked questions regarding the Company's financial position and alternative financing alternatives. Rosenthal advised the Board that the Company's cash position was tight but could be managed to closing with careful management. He also advised that the Bank of the West had agreed to extend the maturity date of its credit facility by six months, through September 2019, which was the outside timeline for the proposed Merger. Based in part on the advice of its financial and legal advisors, the Board agreed and adopted the Merger Agreement, subject to obtaining all necessary shareholder consents and the execution of shareholder voting and support agreements. Following the Board meeting, the consent and support agreements were transmitted to its largest North American shareholder and to each of the directors and executive officers of the Company. The major North American shareholder and the directors and officers of the Company signed the consent and support agreements between January 19-20, 2019. The Agreement was executed by the parties on January 21, 2019 and the Company announced the execution of the Merger Agreement on January 21, 2019. The Company conducted a shareholder call to answer questions the following morning before the market opened.

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 The Recommendation of UQM's Board and UQM's Reasons for the Merger

        UQM's Board, by unanimous vote, has determined that it is advisable and in the best interests of UQM and our stockholders to consummate the Merger and the other transactions contemplated by the Merger Agreement, and unanimously recommends that the shareholders of the Company vote FOR the proposal to adopt and approve the Merger Agreement. When you consider the Board's recommendation, you should be aware that UQM's directors may have interests in the merger that may be different from, or in addition to, your interests. These interests are described in "—Interests of the Company's Directors and Executive Officers in the Merger."

Factors considered by the Board.

        In making these determinations, the Board and the Special Committee considered various factors, including the following:

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Adverse Factors:

        The Board also identified and considered a number of countervailing factors and risks to UQM and our stockholders relating to the merger and the Merger Agreement, including the following:

        The foregoing discussion of the information and factors considered by the Company's management team, the Board, and the Special Committee is not intended to be exhaustive, but includes the material factors considered by them. The Board based its favorable recommendation to the Company's shareholders on the totality of the information presented. Portions of this explanation of the reasons for the Transaction and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

Opinion of the Company's Financial Advisor, Duff & Phelps

        On December 26, 2018, the Company engaged Duff & Phelps to serve as an independent financial advisor to the Board (solely in their capacity as members of the Board) to provide an opinion as to the fairness, from a financial point of view, to the shareholders of the Company of the Merger Consideration to be received by such holders in the Merger (without giving effect to any impact of the Merger on any particular shareholder other than in its capacity as a shareholder).

        On January 18, 2019, representatives of Duff & Phelps reviewed with the Board its financial analysis of the Merger Consideration, responded to questions from the Board, and then delivered its opinion (the "Opinion") to the Board that, as of January 18, 2019 and based upon and subject to the assumptions, qualifications and limiting conditions contained in the Opinion, and discussed with the

25

Board, the Merger Consideration to be received by the shareholders of the Company in the Merger was fair from a financial point of view to such holders.

        The full text of the Opinion is attached as Annex C to this Proxy Statement and is incorporated herein by reference. The full text of the Opinion sets forth a description of the assumptions made, procedures followed, matters considered and qualifications and limitations in rendering the Opinion. The Company encourages you to read the Opinion carefully and in its entirety.

        In connection with the Opinion, Duff & Phelps made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps' procedures, investigations, and financial analyses with respect to the preparation of the Opinion included, but were not limited to, the items summarized below:

        In performing its analyses and rendering the Opinion with respect to the Merger, Duff & Phelps, with the Company's consent:

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        To the extent that any of the foregoing assumptions or any of the facts on which the Opinion was based prove to be untrue in any material respect, the Opinion cannot and should not be relied upon. Furthermore, in Duff & Phelps' analysis and in connection with the preparation of the Opinion, Duff & Phelps made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Merger.

        Duff & Phelps delivered the Opinion to the Board on January 18, 2019. The Opinion was necessarily based upon market, economic, financial and other conditions as they existed and could be evaluated as of such date, and Duff & Phelps disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Duff & Phelps after January 18, 2019.

        Duff & Phelps did not evaluate the Company's solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Duff & Phelps was not requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger, the assets, businesses or operations of the Company, or any alternatives to the Merger, (ii) negotiate the terms of the Merger, and therefore, Duff & Phelps assumed that such terms were the most beneficial terms, from the Company's perspective, that could, under the circumstances, be negotiated among the parties to the Merger Agreement and the Merger, or (iii) advise the Board or any other party with respect to alternatives to the Merger.

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        Duff & Phelps did not express any opinion as to the market price or value of the Company Shares (or anything else) after the announcement or the consummation of the Merger. The Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, analysis of the Company's credit worthiness, tax advice or accounting advice. Duff & Phelps did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.

        In rendering the Opinion, Duff & Phelps did not express any opinion with respect to the amount or nature of any compensation to any of the Company's officers, directors, or employees, or any class of such persons, relative to the Merger Consideration to be received by the public shareholders of the Company in the Merger, or with respect to the fairness of any such compensation.

        Duff & Phelps provided the Opinion for the use and benefit of the Board in connection with its consideration of the Merger and noted it was not intended to, and did not, confer any rights or remedies upon any other person, and was not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps' express consent. The Opinion (i) did not address the merits of the underlying business decision to enter into the Merger versus any alternative strategy or transaction; (ii) did not address any transaction related to the Merger; (iii) was not a recommendation as to how the Board or any shareholder should vote or act with respect to any matters relating to the Merger, or whether to proceed with the Merger or any related transaction, and (iv) did not indicate that the Merger Consideration received is the best possibly attainable under any circumstances. Instead, the Opinion states whether the Merger Consideration to be received in the Merger is within a range suggested by certain financial analyses. The decision as to whether to proceed with the Merger or any related transaction may depend on an assessment of factors unrelated to the financial analyses on which the Opinion is based. Duff & Phelps did not review or advise the Board with respect to any alternative transaction.

        Set forth below is a summary of the material analyses performed by Duff & Phelps in connection with the delivery of the Opinion to the Board. This summary is qualified in its entirety by reference to the full text of the Opinion, attached hereto as Annex B. While this summary describes the analyses and factors that Duff & Phelps deemed material in its presentation to the Board, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analyses and the application of these methods to the particular circumstances. Therefore, neither the Opinion nor Duff & Phelps' underlying analysis is susceptible to partial analysis or summary description. In arriving at its Opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps' analyses must be considered as a whole and selecting portions of its analyses and individual factors considered by it in rendering the Opinion, without considering all analyses and factors, could create a misleading or incomplete view of the evaluation process underlying the Opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on the application of Duff & Phelps' own experience and judgment.

        The financial analyses summarized below include information presented in tabular format. In order for Duff & Phelps' financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses undertaken by Duff and Phelps. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Duff & Phelps' financial analyses.

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Valuation Analyses

        As part of its analyses, Duff & Phelps performed an enterprise valuation analysis of the Company using generally accepted valuation methodologies. Duff & Phelps considered a selected public companies analysis and a selected merger and acquisition transactions analysis but did not rely on them due primarily to the Company's historically negative profitability and the expected high growth nature of the Company's business. Therefore, the discounted cash flow analysis was used as the primary valuation methodology.

Discounted Cash Flow Analysis

        Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows of the Company for the fiscal years ending December 31, 2019 through December 31, 2028. Duff & Phelps defined "free cash flow" as cash that is available to distribute to all security holders of the Company or to reinvest in the Company's businesses. The discounted cash flow analysis was used to determine the net present value of projected unlevered free cash flows utilizing an appropriate cost of capital for the discount rate, which reflects the relative risk associated with these cash flows as well as the rates of return that investors could expect to realize on alternative investment opportunities with similar risk profiles to the Company.

        Duff & Phelps calculated the Company's projected unlevered free cash flows by taking its projected earnings before interest and taxes, subtracting taxes, adding back depreciation, and subtracting capital expenditures and the investment in net working capital. Duff & Phelps calculated the terminal value in 2028 using a perpetuity growth formula by capitalizing the normalized fiscal year ending 2028 free cash flow using a 3.0% terminal growth rate.

        For purposes of its discounted cash flow analysis, Duff & Phelps utilized and relied upon the Management Projections, which provided a financial forecast for the fiscal years ending December 31, 2019 through December 31, 2028. The Management Projections assumed that the Company would have access to the capital required to execute its business plan; however, UQM Management indicated to Duff & Phelps that the Company on a stand-alone basis did not presently have access to such capital.

        Duff & Phelps used a multi-stage discounted cash flow analysis that used three discount rates that were matched to the risk of the cash flows and terminal value to which they were applied. The three stages and corresponding discount rates are described below:

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        Based on these assumptions, the discounted cash flow analysis indicated an estimated enterprise value for the Company of approximately $75.6 million to approximately $102.0 million.

        Based on the estimated enterprise value range for the Company summarized above, Duff & Phelps also calculated implied multiples of enterprise value of the Company to the Company's:

        This analysis indicated the following:

 
   Implied Enterprise Value
Multiples

2018E Revenue

   5.02x - 6.77x

2019E Revenue

   3.79x - 5.12x

2020P Revenue

   2.35x - 3.17x

2021P Revenue

   1.41x - 1.91x

2020P Adjusted EBITDA(1)

   15.3x - 20.6x

2021P Adjusted EBITDA(1)

   6.2x - 8.4x
(1)
Adjusted EBITDA excludes public company expenses and previously granted option expenses

Selected Public Companies Analysis

        Duff & Phelps compared certain financial performance metrics of the Company to corresponding data and ratios from seven publicly traded companies in the electric vehicle component manufacturing industry and five publicly traded companies in the automotive parts and equipment supplier industry (collectively, the "selected public companies"). The selected public companies reviewed were:

Electric Vehicle Component Manufacturers

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Automotive Suppliers

        Although none of these selected public companies is directly comparable to the Company, Duff & Phelps reviewed these companies based on their relative similarity, primarily in terms of business model and primary customer end markets, to the Company. For purposes of its analysis, Duff & Phelps used certain publicly available historical financial data and consensus equity analyst estimates for the selected public companies.

        The table below summarizes certain observed trading multiples and historical and projected financial performance of the selected public companies as of January 17, 2019. The revenue and EBITDA estimates for 2019 and projected 2020 and 2021 in the table below for the selected public companies were derived based on information for the 12-month periods ending closest to the Company's 2019, 2020, and 2021 fiscal years for which information was available. Duff & Phelps

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determined, in its professional judgement, that certain metrics could not be calculated (which is referred to as NA) or were not meaningful (which is referred to as NM).

 
    
   Selected Public
Companies 		 
 
   Company(1)   Mean   Median  

Revenue Growth

                    

3-YR CAGR

     45.1 %   15.0 %   5.8 %

LTM

     93.7 %   21.3 %   22.5 %

2019E

     32.3 %   18.1 %   11.0 %

2020P

     61.4 %   12.5 %   2.1 %

2021P

     66.4 %   5.4 %   1.3 %

EBITDA Growth

                    

3-YR CAGR

     NM     –3.7 %   5.5 %

LTM

     NM     5.7 %   10.0 %

2019E

     NM     19.4 %   13.6 %

2020P

     NM     11.6 %   –5.8 %

2021P

     145.5 %   12.4 %   4.7 %

EBITDA Margin

                    

3-YR AVG

     –56.1 %   –5.8 %   11.4 %

LTM

     –26.0 %   5.0 %   11.5 %

2019E

     –6.4 %   14.4 %   15.3 %

2020P

     15.4 %   16.6 %   13.7 %

2021P

     22.7 %   18.3 %   15.3 %

Enterprise Value as a Multiple of

    
 		    
 		    
 		  

LTM EBITDA

           10.0x     6.9x  

2019E EBITDA

           6.3x     5.8x  

2020P EBITDA

           5.8x     5.5x  

2021P EBITDA

           5.6x     5.1x  

LTM Revenue

           2.61x     1.26x  

2019E Revenue

           2.32x     0.96x  

2020P Revenue

           1.59x     0.91x  

2021P Revenue

           1.20x     0.76x  

LTM = Last Twelve Months

  

CAGR = Compounded Annual Growth Rate

  

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization

  

Enterprise Value = as applicable, market capitalization of common stock, plus management equity, plus indebtedness, plus liquidation preference of preferred stock, plus minority interest, minus cash & equivalents, minus non-operating assets

 
(1)
LTM represents the Company's fiscal year end 2018 performance

Source: S&P Capital IQ, SEC filings and company filings

Selected Mergers and Acquisitions Transactions Analysis

        Duff & Phelps reviewed the target companies involved in thirteen selected merger and acquisition transactions listed in the below table (collectively, the "selected transactions"). The selection of these transactions was based, among other things, on the target company's industry, the relative size of the

32

transaction compared to the Merger, and the availability of public information related to the selected transaction.

Date of Announcement
  Target   Acquiror
October 22, 2018   Magnetti Marelli S.p.A.   CK Holdings Co. Ltd.
July 30, 2018   Drive Systems Segment of Oerlikon Group   Dana Incorporated
April 10, 2018   Federal-Mogul LLC   Tenneco Inc.
March 7, 2018   Stevens Holding Company, Inc.   Altra Industrial Motion Corp.
July 14, 2017   Sevcon, Inc.   BorgWarner Inc.
January 19, 2017   PKC Group Oyj   Motherson Sumi Systems Ltd.
November 22, 2016   Calsonic Kansei Corporation   KKR & Co. L.P.
June 6, 2016   AMK Holding GmbH & Co. KG   Zhongding Holding Europe GmbH
July 30, 2015   HellermanTyton Group PLC   Delphi Automotive PLC
July 12, 2015   Remy International, Inc.   BorgWarner Inc.
May 21, 2015   Fuel Systems Solutions, Inc.   Westport Fuel Systems Inc.
February 19, 2015   Delphi Automotive, Thermal Business   MAHLE Behr GmbH & Co. KG
April 1, 2014   Professional Power Products, Inc.   Power Solutions International, Inc.

        For each of the selected transactions for which public information was available, Duff & Phelps calculated the enterprise value of the target company implied by each such transaction by the target company's LTM EBITDA and LTM Revenue.

        This analysis indicated (i) enterprise value to LTM EBITDA multiples ranging from 4.8x to 18.4x, with a median of 8.7x and a mean of 9.6x, and (ii) enterprise value to LTM revenue multiples ranging from 0.17x to 3.16x, with a median of 0.82x and a mean of 1.29x.

        Duff & Phelps noted that the Company is still experiencing significant growth and its Adjusted EBITDA margins have not yet normalized. For this reason, the selected public companies analysis and selected mergers and acquisitions transactions analysis were primarily utilized to assess the reasonableness of the Company's implied enterprise value multiples derived from the discounted cash flow analysis and summarized above, and were for informational purposes only.

        None of the selected public companies or the target companies in the selected mergers and acquisitions transactions analysis is identical to the Company, and Duff & Phelps does not have access to non-public information regarding those companies. Accordingly, a complete valuation analysis cannot be limited to a quantitative review of the selected public companies or the companies that were acquired in the selected mergers and acquisitions transactions analysis and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to the Company.

Valuation of Federal Net Operating Losses

        The Company has generated net operating losses that could be used to offset future taxable income. These tax benefits would be significantly limited in a change of control transaction; however, these tax benefits have incremental value to the Company and were included in Duff & Phelps' analysis. Because the Company expects to generate taxable income in the projection period based on the Management Projections, the effective federal net operating loss carryforward use was projected by the Company's management subject to limitation under Internal Revenue Code Section 382. The federal tax savings associated with this tax shield were discounted at the Company's estimated weighted average cost of capital as calculated using the Capital Asset Pricing Model.

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Summary of Analyses

        The range of indicated enterprise values for the Company derived from the discounted cash flow analysis was approximately $75.6 million to approximately $102.0 million. Duff & Phelps' concluded enterprise value does not include the selected public companies analysis or the selected mergers and acquisitions transactions analysis, as described above. Duff & Phelps observed that the enterprise value multiple range implied by the discounted cash flow value range was within or above the multiple range observed for the selected public companies and the selected transactions, as indicated in the following table:

 
   Selected Public Companies
Enterprise Value Multiple Range 		  Selected Transactions
Enterprise Value Median
Multiple 		  DCF Enterprise Value
Implied Multiple Ranges

2018E Revenue

   0.57x - 7.83x   0.82x   5.02x - 6.77x

2019E Revenue

   0.56x - 7.22x   NA   3.79x - 5.12x

2020P Revenue

   0.17x - 5.43x   NA   2.35x - 3.17x

2021P Revenue

   0.39x - 3.76x   NA   1.41x - 1.91x

        Based on the concluded enterprise value range, Duff & Phelps estimated the range of common equity value of the Company to be approximately $74.3 million to approximately $97.9 million by adjusting the enterprise value as follows:

Summary Conclusion

        Based on the foregoing analyses and the number of outstanding Company Shares as of October 29, 2018, as provided by the Company's management, Duff & Phelps estimated the implied value of each Company Share to range from approximately $1.37 to approximately $1.80. Duff & Phelps noted that the Merger Consideration of $1.71 per Company Share was within the range of the per share values indicated by its analysis.

        The Opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board.

Miscellaneous

        The issuance of the Opinion was approved by Duff & Phelps' fairness review committee.

        Duff & Phelps is a premier global valuation and corporate finance advisor that is regularly engaged to provide financial advisory services, including fairness opinions, in connection with mergers and acquisitions, leveraged buyouts, going-private transactions and recapitalization transactions. Since 2005, Duff & Phelps has rendered over 845 fairness opinions in transactions aggregating more than $334 billion and is regularly engaged in the valuation of businesses and securities in the preparation of fairness opinions in connection with mergers, acquisitions and other strategic transactions.

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        For its services in connection with the delivery of the Opinion to the Board, the Company agreed to pay Duff & Phelps a fee in the amount of $250,000, half of which became payable upon execution of its engagement letter and the balance of which became payable when it informed the Board that it was prepared to deliver the Opinion. The terms of the fee arrangements with Duff & Phelps, which the Company believes are customary in transactions of this nature, were negotiated at arm's length, and the Board was aware of these fee arrangements. No portion of Duff & Phelps' fee was contingent upon either the conclusion expressed in the Opinion or whether or not the Merger is successfully consummated. The Company has also agreed to pay Duff & Phelps' reasonable out-of-pocket expenses and to provide customary indemnification.

        In 2016, Duff & Phelps provided a fairness opinion to the Board in connection with the Company's proposed transaction with Hybrid Kinetic (the "Prior Engagement"). For the Prior Engagement, Duff & Phelps received customary fees, expense reimbursement, and indemnification. Other than in connection with its engagement letter dated December 26, 2018 and the Prior Engagement, during the three years preceding the date of the Opinion, Duff & Phelps has not had any material relationship with any party to the Merger for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

Financing Conditions

        The Merger is not conditioned upon the receipt of financing by Danfoss or Merger Sub. Danfoss and Merger Sub have or will obtain prior to the Effective Time cash and cash equivalents which will be sufficient to fund the Merger Consideration and other amounts required to be paid under the Merger Agreement and to pay all related fees and expenses required to be paid by Danfoss in connection with the Merger.

Interests of the Company's Directors and Executive Officers in the Transaction

        General.    None of the directors of UQM have any interest in Danfoss or any relationship with Danfoss other than from association with Danfoss and its executives through the course of the negotiation of the Merger Agreement. However, in considering the recommendation of our Board with respect to the Merger Proposal and the Advisory Compensation Proposal, you should be aware that some of our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of shareholders generally. Interests of our directors and executive officers may be different from or in addition to the interests of shareholders for the following reasons, among others:

        The members of the Board were aware of such different and additional interests and considered those interests, among other matters, in negotiating, evaluating and approving the Merger and the Merger Agreement, and in recommending to shareholders that the Merger Proposal be approved. See the section entitled "The Merger (Proposal 1)—The Recommendation of UQM's Board and UQM's Reasons for the Merger." Shareholders should take these interests into account in deciding whether to vote "FOR" the Merger Proposal and the Advisory Compensation Proposal. These interests are described in more detail below, and certain of them are quantified in the narrative tables below.

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        Employment Arrangements.    Following the closing of the Merger, UQM's existing management will continue as the management of UQM, subject to such subsequent election or removal of such member of management as are approved by the Company's Board following the closing of the Transaction. Mr. Mitchell and our other executive officers are parties to employment agreements with the Company, each with terms that end on December 31, 2019. The agreements will thereafter automatically renew on generally the same terms and conditions for successive twenty-four (24) month periods, unless either party to the applicable agreement gives written notice of non-renewal to the other party at least sixty (60) days prior to December 31, 2019 or any such renewal term then in effect. The agreements for these officers contain certain severance provisions, including severance provisions arising from a change in control of the Company.

        Treatment of Company Equity Awards.    Each of the employment agreements with our executive officers provides certain rights in certain circumstances to our executive officers upon a change in control of the Company. Consummation of the Merger would constitute a change of control pursuant to the terms of the employment agreements. Upon a change in control of the Company, all stock options and unvested restricted stock awards held by our executive officers will immediately and automatically vested under the terms of the employment agreements.

        The following table sets forth the cash consideration that each of the Company's directors and executive officers would be entitled to receive in respect of any outstanding stock options and unvested restricted stock held by the executive officer or director as of March 4, 2019, taking into account any regularly scheduled vesting and settlement of awards on or prior to the Effective Time. The values shown were calculated assuming (i) that the price per Company Share was $1.71, which equals the per share Merger Consideration, (ii) that no additional equity-based awards will be granted to any directors or executive officers between the date of the Merger Agreement and the Effective Time, and (iii) that all stock options held by each director or executive officer remain unexercised immediately prior to the Effective Time.

Name
  Number of
Company
Shares
Subject to
Options 		  Total
Consideration
for Options 		  Number of
Shares of
Unvested
Restricted
Stock 		  Total
Consideration
for Unvested
Restricted
Stock 		  Aggregate
Consideration
for Equity
Awards 		 

Joseph R. Mitchell

     766,872   $ 560,987     69,831   $ 119,411   $ 680,398  

David I. Rosenthal

     441,147   $ 318,994     33,770   $ 57,747   $ 376,741  

Adrian P. Schaffer

     391,250   $ 285,166     26,515   $ 45,341   $ 330,507  

Josh M. Ley

     283,378   $ 205,517     20,308   $ 34,727   $ 240,244  

Donald W. Vanlandingham

     106,966   $ 73,379     —   $ —   $ 73,379  

Stephen J. Roy

     140,382   $ 107,829     —   $ —   $ 107,829  

Joseph P. Sellinger

     118,346   $ 60,706     —   $ —   $ 60,706  

John E. Sztykiel

     89,162   $ 60,706     —   $ —   $ 60,706  

        Severance Agreements.    If the executive's employment is terminated by the Company without cause, other than upon a change in control event, the executive will be paid a lump sum equal to six months' base salary (twenty-four months' base salary in the case of Mr. Mitchell, because Mr. Mitchell's employment agreement mandates that, in the event of termination, Mr. Mitchell would be prohibited from working with any competitor for twenty-four months). Further, each executive's employment agreement provides that if a Change in Control Event (as defined in the agreement) occurs and, if within the twenty-four month period immediately following such event, (a) the Company or its successor terminates an Officer's employment without cause, or (b) an officer terminates his employment on account of a "Material Change" (as defined in the Agreements), such officer shall be entitled to: (i) vested employment benefits, if any; and (ii) a cash payment equal to twenty-four months (in the case of Mr. Mitchell) or twelve months (in the case of Messrs. Rosenthal and Schaffer) of such

36

officer's then base salary plus the average annual discretionary cash bonus paid to such officer for the preceding three calendar years plus an amount equal to the product of (y) 66% and (z) six times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical coverage options elected by such Officer immediately prior to the termination date. In addition, all outstanding but unvested options and restricted stock awards of the Company held by such officer will become fully vested and exercisable for the remainder of their original term. For an estimate of the amounts that would become payable to the Company's executive officers upon a qualifying termination of employment immediately following consummation of the Merger, see "—Golden Parachute Compensation" below.

        Golden Parachute Compensation.    As required by Item 402(t) of Regulation S-K, the following table sets forth, for our named executive officers, compensation that is based on or otherwise relates to the Merger and that will become payable (in the case of "single trigger" arrangements) and those that may (in the case of "double trigger" arrangements) become payable to or realized by such individuals. For purposes of this proxy statement, our "named executive officers" are those individuals who are identified as named executive officers in our proxy statement for the 2018 annual meeting of shareholders, which proxy statement was filed with the SEC on September 5, 2018.

        The estimated potential payments in the table below are based on (i) per share Merger Consideration of $1.71, unless otherwise noted; (ii) base salary, target bonus levels, and equity award holdings as of December 31, 2018; (iii) the Merger closing on April 30, 2019 (the assumed date of the closing of the Merger solely for purposes of this golden parachute compensation disclosure); and (iv) a termination of each executive officer by the Company without "cause" or by the executive within twenty-four months (in the case of Mr. Mitchell) or twelve months (in the case of Messrs. Rosenthal, and Schaffer) thirty days following the consummation of the Merger. Depending on when the Merger occurs, certain equity awards that are now unvested and included in the table below may vest pursuant to the terms of the equity awards based on the completion of continued service with the Company, independent of the Merger. The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before completion of the Merger. As a result, the actual amounts, if any, to be received by an executive officer may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

Name
  Cash
($)(1) 		  Unvested
Restricted
Shares
($)(2) 		  Unvested
Options
($)(3) 		  Benefits
($)(4) 		  Total
($) 		 

Joseph R. Mitchell

     839,264     119,411     289,876     8,156     1,256,708  

David I. Rosenthal

     183,305     57,747     140,823     8,058     389,933  

Adrian P. Schaffer

     166,777     45,341     104,544     5,624     322,285  
(1)
The amounts in this column reflect the cash severance payments payable to each of Messrs. Mitchell, Rosenthal, and Schaffer in the event of a qualifying termination of employment. Pursuant to the terms of our employment agreements with each of Messrs. Mitchell, Rosenthal, and Schaffer the amount represents double-trigger cash severance equal to the sum of : (i) annual base salary, (ii) pro rata performance bonus for the year of his termination, and (iii) accrued but unused vacation as of December 31, 2018. The date chosen to calculate accrued vacation was chosen solely for purposes of calculating cash severance amounts for this proxy statement. The actual amount paid for accrued vacation will vary depending on the date of termination and the amount of vacation taken, if any, between the date listed above and the actual termination date. The section entitled "—Interests of the Company's Directors and Executive Officers in the Merger", provides more information on the payment of cash severance to each of the executive officers, including whether such amount will be paid in lump sum or in installment payments. We use the

37

(2)
This single trigger payment represents the value of all unvested Company restricted shares that will be fully vested and free of any restrictions, and, by virtue of the Merger, each Company restricted share shall be treated as a Company share for purposes of the Merger Agreement, including the right to receive Merger Consideration.
Executive Officer
  Unvested
Restricted
Shares
(Single
Trigger)
(#) 		  Unvested
Restricted
Shares
(Single
Trigger)
($) 		 

Joseph R. Mitchell

     69,831     119,411  

David I. Rosenthal

     33,770     57,747  

Adrian P. Schaffer

     26,515     45,341  
(3)
This single trigger payment represents the value of all vested Company options that will be cancelled and converted into the right to receive an amount in cash, if any, equal to the product of (1) the number of Company Shares issuable upon the exercise of the Company option, multiplied by (2) the excess, if any, of the Merger consideration over the exercise price of such Company option.
Executive Officer
  Unvested
Options
(Single
Trigger)
(#) 		  Unvested
Options
(Single
Trigger)
($) 		 

Joseph R. Mitchell

     463,356     289,876  

David I. Rosenthal

     224,582     140,823  

Adrian P. Schaffer

     171,558     104,544  
(4)
This double trigger payment represents the value of the medical plan premiums required for COBRA continuation coverage for each of the executive officers and his eligible dependents for one year following termination. These amounts are estimates based on a blended rate for the executive officers, which includes a base COBRA cost and incremental costs for the portion of the premiums that the Company pays. The estimated amounts are provided because of certain Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy regulations and are expected to be close to the true rate for each individual.

        Indemnification and Insurance.    The Merger Agreement provides that, after the Effective Time, to the fullest extent permitted by applicable law, Danfoss will cause the surviving corporation to honor all of all rights to indemnification, advancement of expenses and exculpation now existing in favor of each person who is, or has been, or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (each an "Indemnified Party") provided in the Company's articles of incorporation and bylaws, in each case, as in effect on January 21, 2019, including provisions relating to the advancement of expenses incurred in the defense of any action, suit, or proceeding, or as permitted under applicable law, for a period of not less than six years after the Effective Time.

        In addition to the surviving corporation's indemnification obligations described above, prior to the Effective Time, Danfoss will purchase a "tail" officers' and directors' liability insurance policy, which by its terms will survive the Merger and shall provide each Indemnified Party with coverage for not less than six years following the Effective Time with at least the same coverage and amounts and containing

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terms and conditions no less favorable to the Indemnified Parties than the terms of the directors' and officers' liability insurance policy currently maintained by the Company.

Material U.S. Federal Income Tax Consequences of the Merger

        The following is a discussion of the material U.S. federal income tax consequences of the Merger to holders of Company Shares whose Company Shares are exchanged for cash pursuant to the Merger. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable U.S. Treasury regulations ("Treasury Regulations"), judicial authorities, and administrative interpretations, each as in effect as of the date of this proxy statement. These authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. We cannot assure you that the Internal Revenue Service (the "IRS") will not challenge one or more of the tax consequences described in this discussion or that a court would not sustain such challenge.

        This discussion applies only to holders of Company Shares who hold such Company Shares as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a holder in light of such holder's particular circumstances, or that may apply to a holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, cooperatives, banks and certain other financial institutions, mutual funds, certain expatriates, partnerships, S corporations, or other pass-through entities or investors in partnerships or such other entities, holders who hold shares of common stock as part of a straddle, constructive sale, or conversion transaction, holders who will hold, directly or indirectly, an equity interest in the surviving corporation, and holders who acquired their Company Shares through the exercise of employee stock options or other compensation arrangements). Moreover, this discussion does not address the tax consequences of the Merger arising under any applicable state, local, or foreign tax laws or the application of other U.S. federal taxes, such as the federal estate tax, the federal gift tax, the "Medicare" tax on certain net investment income, or the alternative minimum tax.

        If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding shares of common stock, you should consult your tax advisor.

        For purposes of this discussion, the term "U.S. Holder" means a beneficial owner of common stock that is for U.S. federal income tax purposes:

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        For purposes of this discussion, a "non-U.S. Holder" is a beneficial owner of common stock, other than a partnership or other entity taxable as a partnership for U.S. federal income tax purposes that is not a U.S. Holder.

        Holders of Company Shares are urged to consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situation and the applicability and effect of state, local or foreign tax laws and tax treaties.

        Consequences to U.S. Holders.    The receipt of cash by U.S. Holders in exchange for Company Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who receives cash in exchange for Company Shares pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. Holder's adjusted tax basis in such Company Shares.

        Any such gain or loss recognized by a U.S. Holder upon the exchange of shares of common stock pursuant to the Merger generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder's holding period in its shares of common stock is more than one year on the closing date of the Merger. Long-term capital gains of non-corporate U.S. Holders generally are eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of common stock at different times and different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of common stock.

        Consequences to Non-U.S. Holders.    Subject to the discussion below in "—Information Reporting and Backup Withholding," a non-U.S. Holder who receives cash in exchange for its Company Shares in the Merger generally will not be subject to U.S. federal income tax on gain recognized on such exchange unless:

        A non-U.S. Holder described in the first bullet above generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder with respect to the receipt of cash in exchange for common stock in the Merger. A non-U.S. Holder that is a corporation may also be subject to an additional "branch profits tax" at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

        Gain recognized with respect to shares of common stock surrendered in the Merger by a non-U.S. Holder who is described in the second bullet above generally will be subject to U.S. federal income tax at a 30% rate (or such lower rate as may be specified by an applicable treaty) but may be offset by certain U.S. source capital losses, if any, of the non-U.S. Holder.

        With respect to the third bullet above, the non-U.S. Holder's common stock will not be treated as a USRPI unless the Company is or has been a "United States real property holding corporation," as defined in the Code (a "USRPHC"), at any time during the five-year period ending on the date of the Merger or the non-U.S. Holder's holding period, whichever period is shorter. We do not believe that we have been or will become a USRPHC at any time during the five-year period ending on the date of the Merger. Further, even if contrary to our expectation, the Company were treated as a USRPHC at

40

any time during the applicable period, the non-U.S. Holder's Company Shares will not be treated as a USRPI unless (1) such series of common stock exchanged in the Merger was not regularly traded on an established securities market (within the meaning of Section 1.897-9T(d) of the Treasury Regulations) prior to the Merger, or (2) such holder owned, actually or constructively, more than five percent of such series of common stock during the applicable period described above. If a non-U.S. Holder's common stock constitutes a USRPI, such non-U.S. Holder will be subject to U.S. federal income tax on the gain recognized in the Merger on a net basis in the same manner as a U.S. Holder.

        Information Reporting and Backup Withholding. Payments made in exchange for shares of common stock pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption should complete and return IRS Form W-9, certifying that such U.S. Holder is a U.S. person, the taxpayer identification number provided is correct, and such U.S. Holder is not subject to backup withholding. In general, a non-U.S. Holder will not be subject to backup withholding with respect to cash payments to the non-U.S. Holder pursuant to the Merger if the non-U.S. Holder has provided an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or an IRS Form W-8ECI if the non-U.S. Holder's gain is effectively connected with the conduct of a U.S. trade or business).

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

        This summary of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of Company Shares should consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situation and the applicability and effect of state, local or foreign tax laws and tax treaties.

Regulatory Approvals

        The consummation of the Transaction is conditioned upon receipt of the approval of CFIUS.


Litigation Relating to the Merger

        Between February 20, 2019 and March 5, 2019, six shareholder complaints were filed in Colorado court relating to the proposed Merger. On February 20, 2019, a putative shareholder class action complaint captioned Carter v. UQM Technologies, Inc., et. al., (the "Carter Complaint") was filed in the United States District Court for the District of Colorado against the Company and the members of its board of directors. The CARTER Complaint alleges that the Company directors breached their fiduciary duties and the Company aided and abetted in the breach of fiduciary duties in connection with the negotiation and approval of the merger agreement by failing to maximize shareholder value, and it brings claims under Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), based on alleged failure to disclose material information in the February 22, 2019 preliminary proxy statement on Schedule 14(A) filed with the Securities and Exchange Commission. The Carter Complaint seeks to enjoin the Company and the directors and Company from proceeding with the stockholders meeting to vote on the Merger proposal and to otherwise enjoin the directors from consummating the merger, an accounting by the defendants for alleged damages sustained as a result of the alleged failure to meet their fiduciary duties, and plaintiff's costs and attorneys' and experts' fees.

        On February 22, 2019, a putative shareholder class action complaint captioned Franchi v. UQM Technologies, Inc., et al., (the "Franchi Complaint") was filed in state District court in Weld County, Colorado against the Company and the members of its board of directors. The Franchi Complaint asserts claims for (i) breach of fiduciary duty by the directors; (ii) indemnification by the Company to

41

the plaintiff class; (iii) an injunction against the proposed merger; (iv) breach of fiduciary duty as a derivative action; and (v) waste of corporate assets against the individual directors on behalf of the Company. The Franchi Complaint seeks, among other things, certification of a plaintiff class, injunctive relief ordering the directors to fulfill their fiduciary duties to the Company and class, an accounting by the defendants for alleged damages sustained as a result of the alleged failure to meet their fiduciary duties, and plaintiff's costs and attorneys' and experts' fees. The Defendants accepted service of the Franchi Complaint on February 26, 2019.

        On February 25, 2019, a plaintiff shareholder complaint captioned Lopez v. UQM Technologies, et al.(the "Lopez Complaint") was filed in the United States District Court for the District of Colorado. The Defendants accepted service of the Lopez Complaint on February 26, 2019. On March 1, 2019, a plaintiff shareholder complaint captioned ETS Logistics, Inc. v. UQM Technologies, et al., (the "ETS Complaint") was filed in the United States District Court for the District of Colorado. On March 5, 2019, a putative shareholder class action complaint captioned Poston v. UQM Technologies, et al., (the "Poston Complaint") was filed in the United States District Court for the District of Colorado. Also on March 5, 2019, a putative shareholder class action complaint captioned Arukala v. UQM Technologies, et al., (the "Arukala Complaint") was filed in the United States District Court for the District of Colorado. The Lopez Complaint, the ETS Complaint, the Poston Complaint, and the Arukala Complaint bring claims under Section 14(a) and Section 20(a) of the Exchange Act based on alleged failure to disclose material information in the February 22, 2019 preliminary proxy statement filed with the Securities and Exchange Commission. The class action complaints seek, among other things, certification of a plaintiff class, and each of the Lopez Complaint, ETS Complaint, Poston Complaint, and Arukala Complaint seeks injunctive relief to prevent the parties from proceeding with, consummating, or closing the Merger Agreement and the subsequent merger contemplated by the Merger Agreement unless allegedly omitted material information is disclosed in the proxy; an accounting by the defendants for alleged damages sustained by the plaintiffs; and unspecified plaintiff's costs and attorneys' and experts' fees.

        The Company believes each of the claims asserted in the above captioned complaints relating to this Merger are without merit and the Company and its directors intend to vigorously contest them.

THE MERGER AGREEMENT

        The following discussion sets forth the principal terms of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this discussion, which is intended to be summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully in its entirety, as well as this Proxy Statement and any documents incorporated by reference herein, before making any decisions regarding the Transaction. Terms capitalized but not defined in this "Merger Agreement" section have the meanings ascribed to such terms in the Merger Agreement.

The Merger

        Under the Merger Agreement, Merger Sub will be merged with and into Company and, as a result of the Merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving company and become a wholly owned subsidiary of Danfoss. As the surviving company, the separate corporate existence of the Company, and all of its property, rights, privileges, immunities, powers, and franchises will continue unaffected by the Merger.

        Unless the Merger Agreement is terminated pursuant to its terms, the closing of the Merger will occur no later than three business days following satisfaction or waiver (to the extent permitted under

42

the Merger Agreement) of all the conditions set forth in the Merger Agreement and described below under "Conditions to Closing the Merger", or at such other time as agreed in writing by the parties.

        The Merger will become effective upon the filing of a statement of merger with the Secretary of State of the State of Colorado and a certificate of merger with the Secretary of State of the State of Delaware, or at such time specified therein.

Effect of Merger on Capital Stock

        Under the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Company Share, other than shares owned by Danfoss, Merger Sub, or any wholly owned subsidiary of the Company, or held in the Company's treasury (and excluding any shares subject to dissenters' rights), will be cancelled and converted into the right to receive the Merger Consideration of $1.71 per share in cash, without interest.

        At the Effective Time, each issued and outstanding Company Share held by Danfoss, Merger Sub, or any wholly owned subsidiary of the Company, or held in the Company's treasury, will be cancelled and will cease to exist and no consideration will be delivered in exchange for such shares.

        At the Closing, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one newly issued, fully paid, and non-assessable share of common stock of the Company.

Treatment of Company Equity Awards

        Stock Options.    Each option to purchase Company Shares that is outstanding and unexercised as of the Effective Time (whether vested or unvested) will be cancelled and converted into the right to receive from Danfoss and the Company, an amount in cash, without interest, equal to the product of (i) the aggregate number of Company Shares underlying such option, multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such option, less applicable withholding taxes. In the event that the per share exercise price of such option is equal to or greater than the Merger Consideration, such option will be cancelled as of the Effective Time without payment or right to payment therefor.

        Restricted Shares.    Restricted shares that are not vested immediately prior to the Effective Time will automatically vest in full and free of any restrictions immediately prior to the Effective Time, and will be treated as Company Shares for all purposes of the Merger Agreement, including being cancelled and converted automatically at the Effective Time into the right to receive the Merger Consideration, subject to applicable withholding tax.

        Warrants.    Warrants that are outstanding at the Effective Time will be cancelled and the holders thereof will be issued replacement warrants exercisable for an amount in cash equal to (i) the aggregate number of Company Shares underlying such warrants, multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the applicable warrant. In the event that the per share exercise price of the applicable warrant is equal to or greater than the Merger Consideration, such warrant will be cancelled as of the Effective Time without payment or right to payment therefor.

Payment for the Company Shares and Company Equity Awards in the Merger

        At or prior to the Effective Time, Danfoss will deposit or cause to be deposited with the paying agent sufficient cash to pay to the holders of the Company Shares the Merger Consideration of $1.71 per share. Promptly after the Effective Time, Danfoss will cause the paying agent to send to each record holder of Company Shares that were converted into the right to receive the Merger Consideration a letter of transmittal and instructions for use in delivering shares to the paying agent and for effecting the surrender of certificates in exchange for the Merger Consideration. Each holder

43

of Company Shares that has been converted into the right to receive the Merger Consideration will be entitled to receive such Merger Consideration upon (i) surrender to the paying agent of a certificate, together with a properly completed letter of transmittal or (ii) receipt of an "agent's message" by the paying agent (or such other evidence, if any, that the paying agent may reasonably request) in the case of book-entry Company Shares. Until so surrendered, each certificate and book entry share representing such Company Shares will represent, after the Effective Time, only the right to receive such Merger Consideration.

Representations and Warranties

        Representations and Warranties of the Company.    The Merger Agreement contains customary representations and warranties made by the Company to Danfoss and Merger Sub that are subject to specified exceptions identified in schedules attached to the Merger Agreement. Certain of these representations and warranties are subject to knowledge qualifications, meaning those representations and warranties are true to the actual knowledge of specified officers of the Company. Certain of the representations and warranties are also subject to a "materiality" or "material adverse effect" qualification, meaning that they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect on the operations or financial position of the Company.

        In the Merger Agreement, the Company made representations and warranties to Danfoss and Merger Sub regarding, among other things:

44

        Representations and Warranties of Danfoss and Merger Sub.    The Merger Agreement also contains customary representations and warranties made by Danfoss and Merger Sub to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement including knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which Danfoss and/or Merger Sub did not have knowledge. The representations and warranties of Danfoss and Merger Sub relate to, among other things:

        Non-Reliance.    Holders of Company Shares and other investors in the Company are not third-party beneficiaries under the Merger Agreement and should not rely on the representations and warranties or any description of such representations and warranties as characterizations of the actual state of facts or condition of the Company, Danfoss, Merger Sub, or any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company, Danfoss, Merger Sub, or any of their subsidiaries or affiliates.

45

Covenants of Business Pending the Closing

        Under the Merger Agreement, during the period from the date of the Merger Agreement until the Closing Date (the "Interim Period"), the Company has agreed to, and has agreed to cause its subsidiaries to, conduct its business in the ordinary course of business, consistent with past practice, and to use commercially reasonable efforts to preserve substantially intact its and its subsidiaries' business organization, services of its and its subsidiaries' current officers and employees, and to preserve its and its subsidiaries' relationship with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company and its subsidiaries.

        In addition, the Company has agreed, during the Interim Period, not to, or to permit any of its subsidiaries to, without the prior written consent of Danfoss (not to be unreasonably withheld, conditioned, or delayed):

46

Other Covenants and Agreements

        Governmental and Other Consents.    Each of the parties to the Merger Agreement have agreed to use their reasonable best efforts to obtain all regulatory or other approvals from any governmental agency. The Buyer and the Company are working jointly to apply for CFIUS approval for the Merger; provided, however, that none of Danfoss, Merger Sub, or any of their respective subsidiaries is required to (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the Company, the surviving company, Danfoss, Merger Sub, or any of their respective subsidiaries, (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, the surviving company, Danfoss, Merger Sub, or any of their respective subsidiaries in any manner, or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, the surviving company, Danfoss, Merger Sub, or any of their respective subsidiaries.

        Takeover Proposal.    The Company shall, and shall cause its subsidiaries to, immediately cease and cause to be terminated, and shall not authorize or knowingly permit any of its or their representatives

47

to continue, any and all existing activities, discussions, or negotiations, if any, with any third party (other than Danfoss, Merger Sub and their respective representatives) with respect to any Takeover Proposal (as defined below) and shall use reasonable best efforts to cause any such third party in possession of non-public information in respect of the Company or any of its subsidiaries that was furnished by or on behalf of the Company and its subsidiaries to return or destroy all such information.

        The Company will not, and will cause each of its subsidiaries not to, and shall not authorize its and their officers, directors, employees, accountants, consultants, legal counsel, financial advisors, and agents and other representatives, to, directly or indirectly:

        Notwithstanding the foregoing, prior to the approval of the Merger Agreement and the Merger by the shareholders of the Company, the Board may (i) participate in negotiation or discussion with any third party that has made a bona fide, unsolicited Takeover Proposal in writing that the Board believes in good faith, after consultation with outside legal counsel and its financial advisors, constitutes a Superior Proposal (as defined below), (ii) furnish to such third party non-public information relating to the Company and its subsidiaries pursuant to an executed confidentiality agreement, (iii) make a Company Adverse Recommendation Change (as defined below), and/or (iv) take any action that any court of competent jurisdiction orders the Company to take, but in each case solely to the extent the Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would constitute a breach of its fiduciary duties under applicable law.

        "Takeover Proposal" means an inquiry, proposal, or offer from, or indication of interest in making a proposal or offer by, any other person or entity (other than Danfoss and its subsidiaries, including Merger Sub), relating to any transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement), involving any:

48

        The Company has agreed to promptly (and in no event more than 24 hours) following the Company's receipt of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, or any request for non-public information relating to the Company or for access to the business, properties, assets, books, or records of the Company or any of its subsidiaries by any third party, provide Danfoss with written notice of such Takeover Proposal or request, which notice must include a written summary of the material terms and conditions thereof (including the identity of the person making such Takeover Proposal or inquiry).

        In addition, the Company must keep Danfoss fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company must also provide Danfoss with not less than 48 hours' prior notice of any meeting of the Board at which any Takeover Proposal is expected to be considered.

        At any time prior to the approval of the Merger Agreement and the Merger by the holders of Company Shares, the Board may effect a Company Adverse Recommendation Change (as defined below) or enter into an agreement with a third party for the acquisition of the Company or substantially all of the Company's assets if:

        "Superior Proposal" means a bona fide written Takeover Proposal (except that, for purposes of this definition, each reference in the definition of "Takeover Proposal" to "15%" shall be "50%") that the

49

Board determines in good faith after consultation with outside legal counsel and the Company Financial Advisor is more favorable from a financial point of view to the holders of Company Shares than the transactions contemplated by the Merger Agreement, taking into account: (i) all financial considerations; (ii) the identity of the third party making such Takeover Proposal; (iii) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Takeover Proposal; (iv) the other terms and conditions of such Takeover Proposal and the implications thereof on the Company, including relevant legal, regulatory, and other aspects of such Takeover Proposal deemed relevant by the Board; and (v) any revisions to the terms of the Merger Agreement and the Merger proposed by Danfoss during the five day period before the Board is permitted to take a Company Adverse Recommendation Change.

        "Company Adverse Recommendation Change" shall mean the Board: (i) failing to make, withdraw, amend, modify, or materially qualify, in a manner adverse to Danfoss, the recommendation of the Board to the holders of Company Shares to adopt and approve the Merger Agreement and the Merger; (ii) failing to include the recommendation of the Board to adopt and approve the Merger Agreement and the Merger in this proxy statement; (iii) recommending a Takeover Proposal; (iv) failing to recommend against acceptance of any tender offer or exchange offer for the Company Shares within ten business days after the commencement of such offer; (v) failing to reaffirm (publicly, if so requested by Danfoss) the recommendation of the Board to approve the Merger Agreement and the Merger within ten business days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the third party making such Takeover Proposal; (vi) making any public statement inconsistent with the recommendation of the Board to approve the Merger Agreement and the Merger; or (vii) resolving or agreeing to take any of the foregoing actions.

        SEC Documents and Special Meeting.    Pursuant to the terms of the Merger Agreement and in accordance with applicable law, the Company has agreed to duly give notice of, convene, and hold a special meeting of the shareholders of the Company for the purpose of considering and taking action upon the adoption of the Merger Agreement. Unless the Board effects a Company Adverse Recommendation Change as described above under the heading "Takeover Proposal", the Board must make the recommendation that the shareholders of the Company vote to adopt and approve the Merger Agreement and effectuate the Merger.

Conditions to Closing the Merger

        Mutual Conditions:    The obligations of each party to effect the Merger are subject to satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

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        Conditions to Obligations of Danfoss and Merger Sub.    The obligations of Danfoss and Merger Sub to effect the Merger are subject to satisfaction or waiver by Danfoss and Merger Sub on or prior to the Closing Date of the following conditions:

        Conditions to Obligation of the Company to Close.    The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company on or prior to the Effective Time of the following conditions:

Operations Following Closing of the Transaction

        After Consummation of the Merger:

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Termination of the Merger Agreement

        The Merger Agreement may be terminated at any time prior to the Effective Date by the mutual written consent of all of the parties to the Merger Agreement. In addition, either the Company or Danfoss may terminate the Merger Agreement if:

        Danfoss may also terminate the Merger Agreement if:

        The Company may also terminate the Merger Agreement if:

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        In the event that the Merger Agreement is terminated by (i) Danfoss or the Company as a result of the Company's acceptance of a Superior Offer in compliance with the terms and conditions set forth in the Merger Agreement and described above under the heading "Other Covenants and Agreements—Takeover Proposal", or (ii) by Danfoss as a result of a breach of any representation, warranty, covenant, or other agreement of the Company set forth in the Merger Agreement as described above, the Company will be obligated to pay Danfoss a termination fee in the amount of $3,500,000 (the "Termination Fee") plus the value of the expenses actually incurred by Danfoss in connection with the Transaction up to the date of termination.

Governing Law and Dispute Resolution

        The Merger Agreement will be governed by Delaware law, and any legal suit, action or proceeding arising out of the Merger Agreement will be brought in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such legal action, in the Superior Court of the State of Delaware.

Voting and Support Agreement

        In connection with the execution and delivery of the Merger Agreement, GDG Green Dolphin, LLC, which holds approximately 7.4% of the issued and outstanding shares of the Company and each director and executive officer of the Company, in their respective capacities as stockholders of Company, have each entered into a Voting and Support Agreement with Parent and Merger Sub (each, a "Voting Agreement"), pursuant to which such stockholders have agreed, among other things, to vote their respective Company Shares (and any shares of Company common stock they may later acquire), in favor of the approval of the Merger and the adoption of the Merger Agreement and any related matters, against any Takeover Proposal and against any other action involving the Company that is intended, or would reasonably be expected to interfere with or adversely affect the consummation of the Merger or the transactions contemplated by the Merger Agreement.

        In addition, in the Voting Agreements each stockholder agreed to certain affirmative and negative covenants, including: to not demand appraisal of any of their Company Shares (or shares of Company common stock they may later acquire) or exercise a right to dissent from the transactions contemplated by the Merger Agreement; to refrain from sales or other transactions involving their respective Company Shares (or shares of Company common stock they may later acquire); and to not solicit, initiate, encourage or facilitate the submission by any person(s) to the Company of any Takeover Proposal or any inquiries or proposals that would reasonably be expected to lead to any Takeover Proposal.

53


 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER
SPECIFIED COMPENSATION (PROPOSAL 2)

        The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide holders of Company Shares with the opportunity to cast a non-binding, advisory vote on the compensation that may become payable to our named executive officers in connection with the Merger, as disclosed in this proxy statement, including as described in the section entitled "The Merger (Proposal 1)—Interests of Certain Persons in the Merger." This vote is commonly referred to as a "say on golden parachute" vote. This non-binding, advisory proposal relates only to contractual obligations of the Company that may result in a payment to our named executive officers in connection with, or following, the consummation of the Merger, and does not relate to any new compensation or other arrangements between our named executive officers and Danfoss. As such, this proposal applies only in the event that the Merger Agreement is approved and the Merger is effected. Further, this proposal does not relate to any compensation arrangements that are or may become applicable to our directors or executive officers who are not named executive officers.

        As an advisory vote, this proposal is not binding upon the Company or our Board. Approval of this proposal is not a condition to completion of the Merger, and this vote is separate from the other proposals at the special meeting. Accordingly, you may vote to approve such other proposals to be considered and vote not to approve the Advisory Compensation Proposal, and vice versa. To the extent that we are contractually obligated to pay the compensation, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote. These payments are a part of our comprehensive executive compensation program and are intended to align our named executive officers' interests with yours as stockholders by ensuring their continued retention and commitment during critical events such as the Merger, which may create significant personal uncertainty for them.

        The Board recommends that our shareholders vote "FOR" the following resolution, on a non-binding, advisory basis:

54


 VOTE ON ADJOURNMENT (PROPOSAL 3)

        We are asking shareholders to approve a proposal for one or more adjournments of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if we have not obtained sufficient affirmative shareholder votes to adopt the Merger Proposal. If, at the Special Meeting (or any adjournment or postponement of the Special Meeting), the number of Company Shares present in person or by proxy and voting in favor of the Merger Proposal is not sufficient to approve that proposal, we may move to adjourn the Special Meeting (or any adjournment or postponement of the Special Meeting) in order to enable our directors, officers, employees and representatives to solicit additional proxies for the adoption of the Merger Proposal. In that event, we will ask shareholders to vote only upon the Adjournment Proposal, and not the Merger Proposal. If shareholders approve the Adjournment Proposal, we could adjourn the Special Meeting, and any adjourned session or postponement of the Special Meeting, and use the additional time to solicit additional proxies.

        We retain full authority to the extent set forth in our bylaws and under the CBCA to adjourn the Special Meeting for any purpose, or to postpone the Special Meeting before it is convened, without the consent of any shareholder.

        Our Board recommends a vote "FOR" the Adjournment Proposal.

55


 SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT

        The following table shows the ownership of the Company's common stock by (i) beneficial owners of five percent or more of the Company's common stock, (ii) each director, (iii) each of our named executive officers and (iv) all directors and executive officers as a group, as of March 4, 2019, the record date. Unless otherwise noted, each shareholder's address is the address of the Company and exercises sole voting and investment power with respect to the shares beneficially owned. None of the shares reported below are pledged as security or have been placed in a margin account by any executive officer or director.

Name of Beneficial Owner
  Number of Shares
of Common Stock
Beneficially Owned 		  Percent of
Class(1) 		 

Sinotruk (BVI) Limited(2)

              

Units 2102-03 Shun Tak Centre

     5,347,300     9.51 %

China Merchants Tower, 168 - 200 Connaught Rd. Central, Hong Kong

              

GDG Green Dolphin, LLC(3)

              

1 N. Wacker Drive, Suite 2500

     4,000,000     7.12 %

Chicago, Illinois 60606

              

GAMCO Investors, Inc.(4)

              

One Corporate Center

     4,605,762     8.20 %

Rye, NY 10580

              

Roger M. Kline(5)

              

PO Box 610102

     3,419,153     6.08 %

Newton, MA 02461

              

Joseph R. Mitchell

     421,338     *  

David I. Rosenthal

     274,185     *  

Adrian P. Schaffer

     297,214     *  

Donald W. Vanlandingham

     245,765     *  

Stephen J. Roy

     227,059     *  

Joseph P. Sellinger

     195,666     *  

John E. Sztykiel

     157,210     *  

Director and Executive Officers as a Group (seven persons)

     1,818,437     3.23 %

*Executive officer and/or director of the Company

              

Less than 1%

    
 		    
 		  
(1)
Based on 56,197,188 shares of our common stock issued and outstanding as of March 4, 2019. Pursuant to Exchange Act Rule 13d-3(d)(1), shares of common stock of which a person has the right to acquire beneficial ownership at any time by May 3, 2019 are deemed outstanding and beneficially owned by the person for the purpose of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purpose of computing the percentage beneficially owned by any other person.

(2)
Share data based on information in an amendment to a Schedule 13D filed on October 5, 2017 with the SEC by Sinotruk (BVI) Limited. The securities reported are held by Sinotruk (BVI) Limited and China National Heavy Duty Truck Group Co. Ltd. As of September 25, 2017, the Schedule 13D indicates that Sinotruk (BVI) Limited and China National Heavy Duty Truck Group Co. Ltd. have shared voting and investment power with respect to 5,347,300 shares of common stock.

(3)
Share data based on information provided by GDG Green Dolphin, LLC. The securities reported are held by GDG Green Dolphin, LLC and Gregory D. Glyman. As of February 8, 2019, (i) GDG

56

(4)
Share data based on information in a second amendment to a Schedule 13D filed on March 5, 2019 with the SEC by GAMCO Investors, Inc. and related parties. The securities reported are held by Gabelli Funds, LLC, GAMCO Asset Management Inc., Teton Advisors, Inc., and Gabelli & Company Investment Advisers, Inc. The March 5, 2019 amendment to the Schedule 13D indicates that (i) Gabelli Funds, LLC had voting and investment power with respect to 2,672,962 of the shares of common stock, (ii) GAM Asset Management Inc. had voting and investment power with respect to 1,144,500 of the shares of common stock, (iii) Teton Advisors, Inc. had voting and investment power with respect to 250,000 of the shares of common stock, and (iv) Gabelli & Company Investment Advisers, Inc. had voting and investment power with respect to 538,300 of the shares of common stock, Further, Mario Gabelli is deemed to have beneficial ownership of such securities owned beneficially by each of the foregoing persons.

(5)
Share data based on information in a Schedule 13G filed on February 25, 2019 with the SEC by Roger M. Kline.


DISSENTERS' RIGHTS OF APPRAISAL

        Under the CBCA, any holder (the "Shareholder") of shares of UQM stock who does not wish to accept the merger (the "Merger") with Danfoss has the right to dissent and to seek an appraisal of, and to be paid the fair value for, his or her shares of Common Stock, as determined by an appraiser, and provided that the holder fully complies with all applicable provisions of Article 113, Title 7, of the CBCA. A copy of Article 113 of the CBCA has been attached hereto as Annex B.

        Ensuring that appraisal rights are properly perfected can be complicated. The procedural rules are specific and must be followed precisely to be perfected. Failure to comply with the procedure may cause a termination of the appraisal rights. The following information is intended as a brief summary of the material provisions of the statutory procedures shareholders must follow to perfect their appraisal rights, and is qualified in its entirety by reference to Article 113 of the CBCA.

        The shareholders of the Company are entitled to vote on the proposed Merger and, if they choose to dissent, have a right to receive fair value for their shares under Colorado law. A shareholder of the Company that wishes to assert its dissenters' rights must deliver to the Company, before the vote is taken, written notice of the shareholder's intention to demand payment for the shareholder's shares if the proposed corporate action is effectuated, and must not vote in favor of the proposed corporate action. A shareholder who does not satisfy these requirements of subsection is not entitled to demand payment for the shareholder's shares under the CBCA.

        If the Merger is approved, the Company will give a written dissenters' notice to all shareholders who are entitled to demand payment for their shares of stock no later than ten days after the effective date of the corporate action creating dissenters' rights. The written dissenters' notice must (i) provide that the corporate action was authorized and state the effective date or proposed effective date of the merger; (ii) identify an address at which the corporation will receive payment demands and the address of a place where certificates for certificated shares must be deposited; (iii) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received; (iv) include a form for demanding payment, which form shall request a dissenter to state an address to which payment is to be made; (v) set the date by which the Company must receive the payment demand and certificates for certificated shares, which date shall not be less than 30 days after the written dissenters' notice is given; and (vi) shall be accompanied by a copy of the article of Colorado law governing dissenters' rights.

57

        A shareholder of the Company that wishes to assert its dissenters' rights must deliver a payment demand to the Company and must deposit the shareholder's certificates for certificated shares. Unless the Company fails to provide notice to the shareholders of the Company of its dissenting shareholder rights or fails to pay for the shares on a timely basis, the demand for payment and deposit of certificates are irrevocable. The Company will pay, at the address shown on the Company's current record of shareholders, the amount the Company estimates to be the fair value of the dissenter's shares, plus accrued interest. The Company will, within 60 days, provide with the payment a copy of the Company's balance sheet as of the end of the most recent fiscal year and a statement of the Company's estimate of the fair value of the shares, an explanation of how interest was calculated and a statement of the dissenters' right to demand additional payment if the dissenter believes the amount paid is less than the fair value of the shares. The dissenter waives the right to demand payment unless such dissenter provides the Company notice within 30 days after the Company offered payment for the dissenter's shares.

        If you elect to exercise your right to dissent, you should send the notice of election to the Secretary of the Company, UQM Technologies, Inc., 4120 Specialty Place, Longmont, Colorado 80504, telephone: (303) 682-4900. A shareholder who votes against the Merger Proposal but does not otherwise provide notice of its election to dissent does not satisfy the notice requirement under the CBCA.


PROPOSALS BY SHAREHOLDERS

        If the Merger is consummated, the Company will no longer have public shareholders and, therefore, there will be no public participation in future meetings of the shareholders. However, if the Merger is not consummated, to be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing by May 8, 2019 to UQM Technologies, Inc., Attn: Corporate Secretary, 4120 Specialty Place, Longmont, Colorado 80504. Such proposals must also meet the other requirements of the rules of the Securities and Exchange Commission relating to shareholders' proposals and the provisions of our Bylaws.

        Our Bylaws provide that any proposals by shareholders for the next Annual Meeting will not be acted on at the meeting unless notice thereof is received at our principal executive offices not less than 60 days or more than 90 days before the meeting. Our Bylaws also provide that nominations to the Board for the 2019 Annual Meeting may not be made by shareholders unless written notice is received by the Secretary of the Company before March 15, 2019. You should review our bylaws, which contain additional requirements about advance notice of shareholder proposals and director nominations.

        If we are not notified of intent to present a proposal at our 2019 Annual Meeting by 60 calendar days before the 2019 meeting date, which we expect will be within 30 calendar days of June 1, 2019, we will have the right to exercise discretionary voting authority with respect to any proposal, if presented at the meeting, without including information regarding such proposal in our proxy materials.


WHERE YOU CAN FIND MORE INFORMATION

        The SEC allows us to "incorporate by reference" information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

58

        The following filings with the SEC are incorporated by reference:

        We also incorporate by reference into this proxy statement additional documents that we may file with the SEC between the date of this proxy statement and the earlier of the date of the special meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein.

        Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

        You may read and copy any reports, statements or other information that we file with the SEC at its public reference room at the following location: 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at (800) SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at www.sec.gov.

        You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

UQM TECHNOLOGIES, INC.
4120 Specialty Place
Longmont, Colorado 80504

        If you would like to request documents from us, please do so as soon as possible to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method. Please note that all of our documents that we file with the SEC are also promptly available online at https://uqm.com/investors/financials/#sec. The information included on our website is not incorporated by reference into this proxy statement.

59


 ANNEX A

        The Merger Agreement has been included to provide shareholders with information regarding its terms. It is not intended to provide any other factual information about UQM. The Merger Agreement contains representations and warranties that the parties to the Merger Agreement made to and solely for the benefit of each other. The assertions embodied in UQM's representations and warranties are qualified by information contained in a confidential disclosure schedule that UQM provided to Danfoss in connection with the Merger Agreement. Accordingly, UQM shareholders should not rely on representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Merger Agreement and are modified in important part by the disclosure schedule. In addition, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in UQM's public disclosures.

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

By and Among

DANFOSS POWER SOLUTIONS (US) COMPANY

DANFOSS-2019 MERGER SUB, INC.

and

UQM TECHNOLOGIES INC.

Dated as of January 21, 2019


 TABLE OF CONTENTS

 
    
   Page  

ARTICLE I THE MERGER

     A-1  

Section 1.01

  

The Merger

    
A-1		  

Section 1.02

  

Closing

     A-2  

Section 1.03

  

Effective Time

     A-2  

Section 1.04

  

Effects of the Merger

     A-2  

Section 1.05

  

Certificate of Incorporation; By-Laws

     A-2  

Section 1.06

  

Directors and Officers

     A-2  

ARTICLE II EFFECT OF THE MERGER ON CAPITAL STOCK; PAYMENT FOR SHARES

    
A-3		  

Section 2.01

  

Effect of the Merger on Capital Stock

    
A-3		  

Section 2.02

  

Surrender and Payment

     A-3  

Section 2.03

  

Dissenting Shares

     A-5  

Section 2.04

  

Adjustments

     A-6  

Section 2.05

  

Withholding Rights

     A-6  

Section 2.06

  

Lost Certificates

     A-6  

Section 2.07

  

Treatment of Stock Options and Other Stock-Based Compensation

     A-6  

Section 2.08

  

Treatment of Warrants

     A-7  

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

    
A-7		  

Section 3.01

  

Organization; Standing and Power; Charter Documents; Subsidiaries

    
A-7		  

Section 3.02

  

Capital Structure

     A-8  

Section 3.03

  

Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes

     A-10  

Section 3.04

  

SEC Filings; Financial Statements; Sarbanes-Oxley Act Compliance; Undisclosed Liabilities; Off-Balance Sheet Arrangements

     A-11  

Section 3.05

  

Absence of Certain Changes or Events

     A-14  

Section 3.06

  

Taxes

     A-14  

Section 3.07

  

Intellectual Property

     A-16  

Section 3.08

  

Compliance; Permits

     A-17  

Section 3.09

  

Litigation

     A-17  

Section 3.10

  

Brokers' and Finders' Fees

     A-17  

Section 3.11

  

Related Person Transactions

     A-17  

Section 3.12

  

Employee Matters

     A-17  

Section 3.13

  

Real Property and Personal Property Matters

     A-20  

Section 3.14

  

Environmental Matters

     A-21  

Section 3.15

  

Material Contracts

     A-22  

Section 3.16

  

Insurance

     A-23  

Section 3.17

  

Proxy Statement

     A-24  

Section 3.18

  

Anti-Corruption Matters

     A-24  

Section 3.19

  

Fairness Opinion

     A-24  

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

    
A-25		  

Section 4.01

  

Organization

    
A-25		  

Section 4.02

  

Authority; Non-Contravention; Governmental Consents; Board Approval

     A-25  

Section 4.03

  

Proxy Statement

     A-26  

A-i

 
    
   Page  

Section 4.04

  

Financial Capability

     A-27  

Section 4.05

  

Legal Proceedings

     A-27  

Section 4.06

  

Ownership of Company Common Stock

     A-27  

Section 4.07

  

Brokers

     A-27  

ARTICLE V COVENANTS

    
A-27		  

Section 5.01

  

Conduct of Business of the Company

    
A-27		  

Section 5.02

  

Other Actions

     A-29  

Section 5.03

  

Access to Information; Confidentiality

     A-29  

Section 5.04

  

No Solicitation

     A-30  

Section 5.05

  

Stockholders Meeting; Preparation of Proxy Materials; Approval by Sole Stockholder of Merger Sub

     A-32  

Section 5.06

  

Notices of Certain Events; Stockholder Litigation; No Effect on Disclosure Letter

     A-33  

Section 5.07

  

Directors' and Officers' Indemnification and Insurance

     A-34  

Section 5.08

  

Reasonable Best Efforts

     A-35  

Section 5.09

  

Public Announcements

     A-36  

Section 5.10

  

Anti-Takeover Statutes

     A-37  

Section 5.11

  

Section 16 Matters

     A-37  

Section 5.12

  

Obligations of Merger Sub

     A-37  

Section 5.13

  

Further Assurances

     A-37  

Section 5.14

  

Operations Following the Effective Time

     A-37  

ARTICLE VI CONDITIONS

    
A-38		  

Section 6.01

  

Conditions to Each Party's Obligation to Effect the Merger

    
A-38		  

Section 6.02

  

Conditions to Obligations of Parent and Merger Sub

     A-38  

Section 6.03

  

Conditions to Obligation of the Company

     A-39  

ARTICLE VII TERMINATION, AMENDMENT, AND WAIVER

    
A-39		  

Section 7.01

  

Termination by Mutual Consent

    
A-39		  

Section 7.02

  

Termination by Either Parent or the Company

     A-39  

Section 7.03

  

Termination by Parent

     A-40  

Section 7.04

  

Termination by the Company

     A-40  

Section 7.05

  

Notice of Termination; Effect of Termination

     A-40  

Section 7.06

  

Fees and Expenses Following Termination

     A-41  

Section 7.07

  

Amendment

     A-42  

Section 7.08

  

Extension; Waiver

     A-42  

ARTICLE VIII MISCELLANEOUS

    
A-42		  

Section 8.01

  

Definitions

    
A-42		  

Section 8.02

  

Interpretation; Construction

     A-49  

Section 8.03

  

Survival

     A-50  

Section 8.04

  

Governing Law

     A-50  

Section 8.05

  

Submission to Jurisdiction

     A-50  

Section 8.06

  

Waiver of Jury Trial

     A-51  

Section 8.07

  

Notices

     A-51  

Section 8.08

  

Entire Agreement

     A-51  

Section 8.09

  

No Third-Party Beneficiaries

     A-52  

Section 8.10

  

Severability

     A-52  

Section 8.11

  

Assignment

     A-52  

Section 8.12

  

Remedies

     A-52  

Section 8.13

  

Specific Performance

     A-52  

Section 8.14

  

Counterparts; Effectiveness

     A-52  

A-ii

EXECUTION COPY


AGREEMENT AND PLAN OF MERGER

        This Agreement and Plan of Merger (this "Agreement"), is entered into as of January 21, 2019, by and among UQM TECHNOLOGIES INC., a Colorado corporation (the "Company"), DANFOSS POWER SOLUTIONS (US) COMPANY, a Delaware corporation ("Parent"), and DANFOSS-2019 MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.


RECITALS

        WHEREAS, the parties intend that Merger Sub be merged with and into the Company, with the Company surviving that merger on the terms and subject to the conditions set forth herein;

        WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") will be converted into the right to receive the Merger Consideration except as otherwise provided in this Agreement;

        WHEREAS, the Board of Directors of the Company (the "Company Board") has unanimously (i) declared this Agreement advisable, (ii) determined that this Agreement and the Merger and the other transactions contemplated by this Agreement are in the best interests of the Company and the Company's shareholders, (iii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement, (iv) directed that this Agreement be submitted for approval by the Company's shareholders at a special meeting thereof, and (v) resolved to recommend that the Company's shareholders approve this Agreement; in each case, in accordance with the Colorado Business Corporation Act, as amended (the "CBCA");

        WHEREAS, the Board of Directors of Merger Sub has unanimously: (a) determined that it is in the best interests of Merger Sub and its stockholder, and declared it advisable, to enter into this Agreement; and (b) approved the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; in each case, in accordance with the Delaware General Corporation Law (the "DGCL");

        WHEREAS, the Board of Directors of Parent has unanimously: (a) determined that it is in the best interests of Parent and its stockholder, and declared it advisable, to enter into this Agreement; and (b) approved the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; in each case, in accordance with the DGCL; and

        WHEREAS, the parties desire to make certain representations, warranties, covenants, and agreements in connection with the Merger and the other transactions contemplated by this Agreement and also to prescribe certain terms and conditions to the Merger.

        NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants, and agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:


ARTICLE I
THE MERGER

        Section 1.01    The Merger.    On the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the CBCA and the DGCL, at the

A-1

Effective Time: (a) Merger Sub will merge with and into the Company (the "Merger"); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the CBCA as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent (sometimes referred to herein as the "Surviving Corporation").

        Section 1.02    Closing.    Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the "Closing") will take place at 10:00 a.m. EST, as soon as practicable (and, in any event, within three (3) Business Days) after the satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at the offices of Winston & Strawn, 200 Park Avenue, New York, NY, 10166 unless another place is agreed to in writing by the parties hereto, and the actual date of the Closing is hereinafter referred to as the "Closing Date."

        Section 1.03    Effective Time.    Subject to the provisions of this Agreement, at the Closing, the Company and Parent (on behalf of Merger Sub) shall file or caused to be filed a (i) statement of merger containing such information as is required by the relevant provisions of the CBCA in order to effect the Merger with the Secretary of State of the State of Colorado (the "Statement of Merger"); and (ii) certificate of merger containing such information as is required by the relevant provisions of the DGCL in order to effect the Merger with the Secretary of State of the State of Delaware (the "Certificate of Merger"). The Merger shall become effective at such time as is specified in the Statement of Merger and the Certificate of Merger (such time, the "Effective Time").

        Section 1.04    Effects of the Merger.    The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the CBCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation.

        Section 1.05    Certificate of Incorporation; By-Laws.    At the Effective Time: (a) the Amended and Restated Articles of Incorporation of the Company as amended and as in effect immediately prior to the Effective Time shall be amended and restated so as to read in its entirety as set forth in Exhibit A, and, as so amended and restated, shall be the articles of incorporation of the Surviving Corporation (the "Charter") until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated to be in the form set forth in Exhibit B to this Agreement and, as so amended, shall be the Bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended as provided therein or in accordance with applicable Law.

        Section 1.06    Directors and Officers.    The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the Charter and Bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal in accordance with the Charter and the Bylaws, subject to each officer's executive employment agreement then in effect. The Surviving Corporation shall continue to honor the agreements in effect as of the date of this Agreement.

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 ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK; PAYMENT FOR SHARES

        Section 2.01    Effect of the Merger on Capital Stock.    At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, or the Company or the holder of any capital stock of Parent, Merger Sub, or the Company:

        Section 2.02    Surrender and Payment.    

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        Section 2.03    Dissenting Shares.    Notwithstanding anything in this Agreement to the contrary, shares (the "Dissenting Shares") of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Company shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Article 113 of the CBCA (the "Dissenting Shareholders"), shall not be converted into the right to receive the Merger Consideration as described in Section 2.01(b), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Article 113 of the CBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the provisions of Article 113 of the CBCA and this Section 2.03), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such rights, or if a court of competent jurisdiction determines that such holder is not entitled, to demand or receive the fair value of such shares of the Company Common Stock under the applicable provisions of the CBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such rights, or if a court of competent jurisdiction determines that such holder is not entitled, to demand or receive the fair value of such shares of the Company Common Stock under the applicable provisions of the CBCA, such holder's shares of the Company Common Stock cease to be Dissenting Shares and shall thereupon be treated as if they are Company Common Stock converted into the right to receive, as of the Effective Time, the Merger Consideration pursuant to Section 2.01(b). The Company shall give Parent prompt notice and true and complete copies of any notices of intent to demand payment and any demands for appraisal of shares of Company Common Stock received by the Company, withdrawals of such notices and demands and any other instruments served pursuant to Article 113 of the CBCA and received by the Company with respect to dissenters' rights and shall give Parent the opportunity to participate in and direct, at Parent's expense, all negotiations and Proceedings with respect thereto. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to

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settle, any such demands or approve any withdrawal of any such demands or approve, authorize or commit to do any of the foregoing.

        Section 2.04    Adjustments.    Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

        Section 2.05    Withholding Rights.    Each of the Paying Agent, Parent, Merger Sub, and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this ARTICLE II such amounts as may be required to be deducted and withheld with respect to the making of such payment under any Tax Laws. To the extent that amounts are so deducted and withheld by the Paying Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Paying Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, made such deduction and withholding.

        Section 2.06    Lost Certificates.    If any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, or destroyed and, if required by Parent, the posting by such Person of a bond, in such customary form and reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate as contemplated under this ARTICLE II.

        Section 2.07    Treatment of Stock Options and Other Stock-Based Compensation.    

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        Section 2.08    Treatment of Warrants.    At the Effective Time, and in accordance with the terms of each warrant to purchase shares of Company Common Stock that is listed on Section 2.08 of the Company Disclosure Letter (collectively, the "Warrants") and that is issued and outstanding immediately prior to the Effective Time, unless otherwise elected by the holder of any such Warrant, Parent shall cause the Surviving Corporation to issue a replacement warrant to each holder thereof providing that such replacement warrant shall be exercisable for an amount in cash, without interest, equal to the product of: (a) the aggregate number of shares of Company Common Stock in respect of such Warrant; multiplied by (b) the excess, if any, of the Merger Consideration over the per share exercise price under such Warrant. For the avoidance of doubt, in the event that the per share exercise price under any Warrant is equal to or greater than the Merger Consideration, such Warrant shall be cancelled as of the Effective Time without payment therefor and shall have no further force or effect. From and after the Closing, Parent shall cause the Surviving Corporation to comply with all of the terms and conditions set forth in each such replacement warrant, including the obligation to make the payments contemplated thereby upon exercise thereof.


ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as set forth in the correspondingly numbered Section of the disclosure letter, dated as of the date of this Agreement and delivered by the Company to Parent concurrently with the execution of this Agreement (the "Company Disclosure Letter"), the Company hereby represents and warrants to Parent and Merger Sub as follows. Each disclosure in any section or subsection of the Company Disclosure Letter shall only qualify or modify another section or subsection of the representations and warranties set forth in this Article III to the extent the applicability of the disclosure to such other section or subsection is reasonably apparent from the text of the disclosure made.

        Section 3.01    Organization; Standing and Power; Charter Documents; Subsidiaries.    

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        Section 3.02    Capital Structure.    

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        Section 3.03    Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes.    

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        Section 3.04    SEC Filings; Financial Statements; Sarbanes-Oxley Act Compliance; Undisclosed Liabilities; Off-Balance Sheet Arrangements.    

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        Section 3.05    Absence of Certain Changes or Events.    Except as set forth in the SEC Documents, since the date of the Company Balance Sheet, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of the Company and each of its Subsidiaries has been conducted in the ordinary course of business consistent with past practice and there has not been or occurred:

        Section 3.06    Taxes.    

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        Section 3.07    Intellectual Property.    

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        Section 3.08    Compliance; Permits.    

        Section 3.09    Litigation.    There is no Legal Action pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or assets or, to the Knowledge of the Company, any officer or director of the Company or any of its Subsidiaries in their capacities as such other than any such Legal Action that: (a) does not involve an amount in controversy in excess of $250,000; and (b) does not seek material injunctive or other material non-monetary relief. None of the Company or any of its Subsidiaries or any of their respective properties or assets is subject to any order, writ, assessment, decision, injunction, decree, ruling, or judgment ("Order") of a Governmental Entity or arbitrator, whether temporary, preliminary, or permanent. Except as set forth in Section 3.09 of the Company Disclosure Letter, to the Knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any officer or director of the Company.

        Section 3.10    Brokers' and Finders' Fees.    Except for fees payable by the Company to Duff & Phelps (the "Company Financial Advisor") pursuant to an engagement letter listed in Section 3.10 of the Company Disclosure Letter, a correct and complete copy of which has been provided to Parent, neither the Company nor any of its Subsidiaries has incurred, nor will it incur, directly or indirectly, any liability for investment banker, brokerage, or finders' fees or agents' commissions, or any similar charges in connection with this Agreement or any transaction contemplated by this Agreement.

        Section 3.11    Related Person Transactions.    There are, and since January 1, 2015, there have been, no Contracts, transactions, arrangements, or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director, officer, or employee) thereof or any holder of 5% or more of the shares of Company Common Stock, but not including any wholly-owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company's Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

        Section 3.12    Employee Matters.    

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        Section 3.13    Real Property and Personal Property Matters.    

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        Section 3.14    Environmental Matters.    Except for such matters as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

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        Section 3.15    Material Contracts.     

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        Section 3.16    Insurance.     Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all insurance policies of the Company and its Subsidiaries are in full force and effect and provide insurance in such amounts and against such risks as the Company reasonably has determined to be prudent, taking into account the industries in which the Company and its Subsidiaries operate, and as is sufficient to comply with applicable Law. All premiums due with respect to all such insurance policies have been paid or adequately accrued for. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification of, any of such insurance policies. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and to the Knowledge of the Company: (i) no insurer of any such policy has been declared insolvent or placed in receivership, conservatorship, or liquidation; and (ii) no notice of cancellation or termination, other than pursuant to the expiration of a term in accordance with the terms thereof, has been received with respect to any such policy.

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        Section 3.17    Proxy Statement.     None of the information included or incorporated by reference in the letter to the stockholders, notice of meeting, proxy statement, and forms of proxy (collectively, the "Company Proxy Statement"), to be filed with the SEC in connection with the Merger, will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub expressly for inclusion or incorporation by reference in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

        Section 3.18    Anti-Corruption Matters.     Since January 1, 2015, none of the Company, any of its Subsidiaries or any director, officer or, to the Knowledge of the Company, employee or agent of the Company or any of its Subsidiaries has: (i) used any funds for unlawful contributions, gifts, entertainment, or other unlawful payments relating to an act by any Governmental Entity; (ii) made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iii) made any other unlawful payment under any applicable Law relating to anti-corruption, bribery, or similar matters. Since January 1, 2015, neither the Company nor any of its Subsidiaries has disclosed to any Governmental Entity that it violated or may have violated any Law relating to anti-corruption, bribery, or similar matters. To the Knowledge of the Company, no Governmental Entity is investigating, examining, or reviewing the Company's or its Subsidiaries' compliance with any applicable provisions of any Law relating to anti-corruption, bribery, or similar matters.

        Section 3.19    Fairness Opinion.     The Company has received the opinion of the Company Financial Advisor (and, if it is in writing, has provided a copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

        Section 3.20    NO OTHER REPRESENTATIONS OR WARRANTIES.     EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III (WHICH INCLUDES THE COMPANY DISCLOSURE LETTER), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL. THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY, WHETHER BY THE COMPANY, ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT, MERGER SUB, OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER WRITTEN OR ORAL INFORMATION BY THE COMPANY, ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, AND EXCEPT IN THE CASE OF FRAUD, NEITHER THE COMPANY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT, MERGER SUB, OR ANY OTHER PERSON RESULTING FROM SUCH DELIVERY OR DISCLOSURE, OR PARENT'S OR MERGER SUB'S USE OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OR OTHER MATERIALS MADE AVAILABLE TO PARENT OR MERGER SUB IN CERTAIN "DATA ROOMS," OR MANAGEMENT PRESENTATIONS IN CONNECTION WITH THE NEGOTIATION, EXECUTION, OR DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS).

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 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

        Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

        Section 4.01    Organization.    Each of Parent and Merger Sub is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation. Merger Sub has been formed solely for the purposes of facilitating execution of this Agreement and has not conducted other business as of the Effective Time.

        Section 4.02    Authority; Non-Contravention; Governmental Consents; Board Approval.    

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        Section 4.03    Proxy Statement.    None of the information with respect to Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for use or incorporation in the Company Proxy Statement, will, at the date such Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company or its Representatives.

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        Section 4.04    Financial Capability.     Parent has, and will cause Merger Sub to have, prior to the Effective Time, sufficient funds to pay the aggregate Merger Consideration contemplated by this Agreement and to perform the other obligations of Parent and Merger Sub contemplated by this Agreement.

        Section 4.05    Legal Proceedings.     As of the date hereof, there is no pending or, to the Knowledge of Parent, threatened, Legal Action against Parent or any of its Subsidiaries, including Merger Sub, nor is there any injunction, order, judgment, ruling, or decree imposed upon Parent or any of its Subsidiaries, including Merger Sub, in each case, by or before any Governmental Entity, that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent's and Merger Sub's ability to consummate the transactions contemplated by this Agreement.

        Section 4.06    Ownership of Company Common Stock.     Neither Parent nor any of its Affiliates or Associates "owns" (as defined in Section 203(c)(9) of the DGCL) any shares of Company Common Stock.

        Section 4.07    Brokers.     Except for fees payable to Greenhill & Co, the fees and expenses of which will be paid by Parent, neither Parent, Merger Sub, nor any of their respective Affiliates has incurred, nor will it incur, directly or indirectly, any liability for investment banker, brokerage, or finders' fees or agents' commissions, or any similar charges in connection with this Agreement or any transaction contemplated by this Agreement for which the Company would be liable in connection the Merger.


ARTICLE V
COVENANTS

        Section 5.01    Conduct of Business of the Company.     During the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries' business organization, to keep available the services of its and its Subsidiaries' current officers and employees, to preserve its and its Subsidiaries' present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Letter, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

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        Section 5.02    Other Actions.     From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, take, or agree or commit to take, any action (except as otherwise expressly permitted by Section 5.04 of this Agreement) that would reasonably be expected to, individually or in the aggregate, prevent, materially delay, or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement.

        Section 5.03    Access to Information; Confidentiality.     

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        Section 5.04    No Solicitation.     

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        Section 5.05    Stockholders Meeting; Preparation of Proxy Materials; Approval by Sole Stockholder of Merger Sub.     

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        Section 5.06    Notices of Certain Events; Stockholder Litigation; No Effect on Disclosure Letter.     

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        Section 5.07    Directors' and Officers' Indemnification and Insurance.     

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        Section 5.08    Reasonable Best Efforts.     

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        Section 5.09    Public Announcements.     The initial press release with respect to this Agreement and the transactions contemplated hereby shall be a release mutually agreed to by the Company and Parent. Thereafter, each of the Company, Parent, and Merger Sub agrees that no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the Company and Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), except as may be required by applicable Law or the rules or

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regulations of any applicable United States securities exchange or other Governmental Entity to which the relevant party is subject or submits, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.09 shall not apply to any release or announcement made or proposed to be made in connection with and related to a Company Adverse Recommendation Change or in compliance with Section 5.04.

        Section 5.10    Anti-Takeover Statutes.     If any "control share acquisition," "fair price," "moratorium," or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

        Section 5.11    Section 16 Matters.     Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

        Section 5.12    Obligations of Merger Sub.     Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

        Section 5.13    Further Assurances.     At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, any deeds, bills of sale, assignments, or assurances and to take and do, in the name and on behalf of the Company or Merger Sub, any other actions and things to vest, perfect, or confirm of record or otherwise in the Surviving Corporation any and all right, title, and interest in, to and under any of the rights, properties, or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

        Section 5.14    Operations Following the Effective Time     

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 ARTICLE VI
CONDITIONS

        Section 6.01    Conditions to Each Party's Obligation to Effect the Merger.     The respective obligations of each party to this Agreement to effect the Merger is subject to the satisfaction or waiver (where permissible pursuant to applicable Law) on or prior to the Closing Date of each of the following conditions:

        Section 6.02    Conditions to Obligations of Parent and Merger Sub.     The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver (where permissible pursuant to applicable Law) by Parent and Merger Sub on or prior to the Closing Date of the following conditions:

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        Section 6.03    Conditions to Obligation of the Company.     The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company on or prior to the Effective Time of the following conditions:


ARTICLE VII
TERMINATION, AMENDMENT, AND WAIVER

        Section 7.01    Termination by Mutual Consent.     This Agreement may be terminated at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote) by the mutual written consent of Parent, Merger Sub, and the Company.

        Section 7.02    Termination by Either Parent or the Company.     This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote):

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        Section 7.03    Termination by Parent.     This Agreement may be terminated by Parent at any time prior to the Effective Time:

        Section 7.04    Termination by the Company.     This Agreement may be terminated by the Company at any time prior to the Effective Time:

        Section 7.05    Notice of Termination; Effect of Termination.     The party desiring to terminate this Agreement pursuant to this ARTICLE VII (other than pursuant to Section 7.01) shall deliver written

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notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent, or Representative of such party) to any other party hereto, except: (a) with respect to Section 5.03(b), this Section 7.05, Section 7.06, and ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect; and (b) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants, or other agreements set forth in this Agreement.

        Section 7.06    Fees and Expenses Following Termination.     

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        Section 7.07    Amendment.     At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Requisite Company Vote, by written agreement signed by each of the parties hereto; provided, however, that following the receipt of the Requisite Company Vote, there shall be no amendment or supplement to the provisions of this Agreement which by Law or in accordance with the rules of any relevant self regulatory organization would require further approval by the holders of Company Common Stock without such approval.

        Section 7.08    Extension; Waiver.     At any time prior to the Effective Time, Parent or Merger Sub, on the one hand, or the Company, on the other hand, may: (a) extend the time for the performance of any of the obligations of the other party(ies); (b) waive any inaccuracies in the representations and warranties of the other party(ies) contained in this Agreement or in any document delivered under this Agreement; or (c) unless prohibited by applicable Law, waive compliance with any of the covenants, agreements, or conditions contained in this Agreement. Any agreement on the part of a party to any extension or waiver will be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.


ARTICLE VIII
MISCELLANEOUS

        Section 8.01    Definitions.     For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters:

        "Acceptable Confidentiality Agreement" means a confidentiality and standstill agreement that contains confidentiality and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement.

        "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such first Person. For the purposes of this definition, "control" (including, the terms "controlling," "controlled by," and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract, or otherwise.

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        "Affordable Care Act" means the Patient Protection and Affordable Care Act (PPACA), as amended by the Health Care and Education Reconciliation Act (HCERA).

        "Agreement" has the meaning set forth in the Preamble.

        "Antitrust Laws" has the meaning set forth in Section 3.03(c).

        "Associate" has the meaning set forth in Section 203(c)(2) of the DGCL.

        "Book-Entry Share" has the meaning set forth in Section 2.01(c).

        "Business Day" means any day, other than Saturday, Sunday, or any day on which banking institutions located in Denver, Colorado or Copenhagen, Denmark are authorized or required by Law or other governmental action to close.

        "Bylaws" means the amended and restated bylaws in the form set forth in Exhibit B being the bylaws of the Surviving Corporation.

        "Cancelled Shares" has the meaning set forth in Section 2.01(a).

        "CBCA" has the meaning set forth in the Recitals.

        "Certificate" has the meaning set forth in Section 2.01(c).

        "Certificate of Merger" has the meaning set forth in Section 1.03.

        "Charter" has the meaning set forth in Section 1.05.

        "CFIUS" means the Committee on Foreign Investment in the United States and its member agencies.

        "CFIUS Approval" means Parent and the Company shall have received written notice from CFIUS stating that: (i) CFIUS has concluded that the transaction is not a "covered transaction" and not subject to review under applicable Law; or (ii) the review of the transaction contemplated by this Agreement under Section 721 of the U.S. Defense Production Act of 1950 has been concluded, and there are no unresolved national security concerns with respect to the transaction contemplated by this Agreement; or (iii) CFIUS has sent a report to the President of the United States requesting the President's decision on the CFIUS notice submitted by CNHTC and the Company and either (A) the period under the Defense Production Act of 1950 during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby has expired without any such action being threatened, announced or taken or (B) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby.

        "Charter Documents" has the meaning set forth in Section 3.01(b).

        "Closing" has the meaning set forth in Section 1.02.

        "Closing Date" has the meaning set forth in Section 1.02.

        "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Section 601 et. seq. of ERISA.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Company" has the meaning set forth in the Preamble.

        "Company Acquisition Agreement" has the meaning set forth in Section 5.04(a).

        "Company Adverse Recommendation Change" shall mean the Company Board: (a) failing to make, withdraw, amend, modify, or materially qualify, in a manner adverse to Parent, the Company

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Board Recommendation; (b) failing to include the Company Board Recommendation in the Company Proxy Statement that is mailed to the Company's stockholders; (c) recommending a Takeover Proposal; (d) failing to recommend against acceptance of any tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after the commencement of such offer; (e) failing to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal; (f) making any public statement inconsistent with the Company Board Recommendation; or (g) resolving or agreeing to take any of the foregoing actions.

        "Company Balance Sheet" has the meaning set forth in Section 3.04(e).

        "Company Board" has the meaning set forth in the Recitals.

        "Company Board Recommendation" has the meaning set forth in Section 3.03(d).

        "Company Common Stock" has the meaning set forth in the Recitals.

        "Company Disclosure Letter" has the meaning set forth in the introductory language in ARTICLE III.

        "Company Employee" has the meaning set forth in Section 3.12(a).

        "Company Employee Plans" has the meaning set forth in Section 3.12(a).

        "Company Equity Award" means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.

        "Company ERISA Affiliate" means all employers, trades, or businesses (whether or not incorporated) that would be treated together with the Company or any of its Affiliates as a "single employer" within the meaning of Section 414 of the Code.

        "Company Financial Advisor" has the meaning set forth in Section 3.10.

        "Company IP" has the meaning set forth in Section 3.07(b).

        "Company IT Systems" means all software, computer hardware, servers, networks, platforms, peripherals, data communication lines, and other information technology equipment and related systems that are owned or used by the Company or any of its Subsidiaries.

        "Company Material Adverse Effect" means any event, occurrence, fact, condition, or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to: (a) the business, results of operations, prospects, condition (financial or otherwise), or assets of the Company and its Subsidiaries, taken as a whole; or (b) the ability of the Company to consummate the transactions contemplated hereby on a timely basis; provided, however, that, for the purposes of clause (a), a Company Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to, or resulting from: (i) changes generally affecting the economy, financial, or securities markets; (ii) the announcement of the transactions contemplated by this Agreement; (iii) any outbreak or escalation of war or any act of terrorism; or (iv) general conditions in the industry in which the Company and its Subsidiaries operate; provided further, however, that any event, change, and effect referred to in clauses (i), (iii), or (iv) immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change, or effect has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, compared to other participants in the industries in which the Company and its Subsidiaries conduct their businesses.

        "Company Material Contract" has the meaning set forth in Section 3.15(a).

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        "Company-Owned IP" means all Intellectual Property owned by the Company or any of its Subsidiaries.

        "Company Proxy Statement" has the meaning set forth in Section 3.17.

        "Company Restricted Share" has the meaning set forth in Section 2.07(b).

        "Company SEC Documents" has the meaning set forth in Section 3.04(a).

        "Company Securities" has the meaning set forth in Section 3.02(b)(ii).

        "Company Stock Option" has the meaning set forth in Section 2.07(a).

        "Company Stock Plans" means the following plans, in each case as amended: UQM Technologies, Inc. 2012 Equity Incentive Plan, UQM Technologies, Inc. 2002 Equity Incentive Plan, UWM Technologies, Inc. Stock Bonus Plan, and the UWM Technologies, Inc. Stock Option Plan for Non-Employee Directors.

        "Company Stockholders Meeting" means the special meeting of the stockholders of the Company to be held to consider the adoption of this Agreement.

        "Company Subsidiary Securities" has the meaning set forth in Section 3.02(d).

        "Confidentiality Agreement" has the meaning set forth in Section 5.03(b).

        "Consent" has the meaning set forth in Section 3.03(c).

        "Contracts" means any contracts, agreements, licenses, notes, bonds, mortgages, indentures, leases, or other binding instruments or binding commitments, whether written or oral.

        "DGCL" has the meaning set forth in the Recitals.

        "Dissenting Shares" has the meaning set forth in Section 2.03.

        "EDGAR" has the meaning set forth in Section 3.04(a).

        "Effective Time" has the meaning set forth in Section 1.03.

        "End Date" has the meaning set forth in Section 7.02(a).

        "Environmental Laws" means any applicable Law, and any Order or binding agreement with any Governmental Entity: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term "Environmental Law" includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et. seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et. seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et. seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et. seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et. seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et. seq.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

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        "Exchange Act" has the meaning set forth in Section 3.03(c).

        "Expenses" means, with respect to any Person, all reasonable and documented out-of- pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors, and investment bankers of such Person and its Affiliates), incurred by such Person or on its behalf in connection with or related to the authorization, preparation, negotiation, execution, and performance of this Agreement and any transactions related thereto, any litigation with respect thereto, the preparation, printing, filing, and mailing of the Proxy Statement, the filing of any required notices under Antitrust Laws, or in connection with other regulatory approvals, and all other matters related to the Merger and the other transactions contemplated by this Agreement.

        "GAAP" has the meaning set forth in Section 3.04(b).

        "Governmental Antitrust Authority" has the meaning set forth in Section 5.08(b).

        "Governmental Entity" has the meaning set forth in Section 3.03(c).

        "Hazardous Substance" shall mean: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral, or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.

        "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended.

        "Indemnified Party" has the meaning set forth in Section 5.07(a).

        "Intellectual Property" means any and all of the following arising pursuant to the Laws of any jurisdiction throughout the world: (a) trademarks, service marks, trade names, and similar indicia of source or origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights and all registrations and applications for registration thereof; (c) trade secrets and know-how; (d) patents and patent applications; (e) internet domain name registrations; and (f) other intellectual property and related proprietary rights.

        "Intervening Event" means, with respect to the Company any material event, circumstance, change, effect, development, or condition occurring or arising after the date hereof that was not known nor reasonably foreseeable to the Company Board, as of the date hereof and did not result from or arise out of the announcement or pendency of, or any actions required to be taken by the Company (or to be refrained from being taken by the Company) pursuant to, this Agreement; provided, however, that in no event shall the following events, circumstances, or changes in circumstances constitute an Intervening Event: (a) the receipt, existence, or terms of a Takeover Proposal or any matter relating thereto or consequence thereof or any inquiry, proposal, offer, or transaction from any third party relating to or in connection with a transaction of the nature described in the definition of "Takeover Proposal" (which, for the purposes of the Intervening Event definition, shall be read without reference to the percentage thresholds set forth in the definition thereof); (b) any change in the price, or change in trading volume, of the Company Common Stock (provided, however, that the exception to this clause (b) shall not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred).

        "Intervening Event Notice Period" has the meaning set forth in Section 5.04(e).

        "IRS" means the United States Internal Revenue Service.

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        "Knowledge" means: (a) with respect to the Company and its Subsidiaries, the actual knowledge of each of the individuals listed in Section 8.01 of the Company's Disclosure Letter; and (b) with respect to Parent and its Subsidiaries, the actual knowledge of each of the individuals listed in Section 8.01 of the Parent's Disclosure Letter; in each case, after due inquiry.

        "Laws" means any federal, state, local, municipal, foreign, multi-national or other laws, common law, statutes, constitutions, ordinances, rules, regulations, codes, Orders, or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered, or applied by any Governmental Entity.

        "Lease" shall mean all leases, subleases, licenses, concessions, and other agreements (written or oral) under which the Company or any of its Subsidiaries holds any Leased Real Estate, including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Company or any of its Subsidiaries thereunder.

        "Leased Real Estate" shall mean all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property held by the Company or any of its Subsidiaries.

        "Legal Action" means any legal, administrative, arbitral, or other proceedings, suits, actions, investigations, examinations, claims, audits, hearings, charges, complaints, indictments, litigations, or examinations.

        "Liability" shall mean any liability, indebtedness, or obligation of any kind (whether accrued, absolute, contingent, matured, unmatured, determined, determinable, or otherwise, and whether or not required to be recorded or reflected on a balance sheet under GAAP).

        "Liens" means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer, and security interests of any kind or nature whatsoever.

        "Maximum Premium" has the meaning set forth in Section 5.07(c).

        "Merger" has the meaning set forth in Section 1.01.

        "Merger Consideration" has the meaning set forth in Section 2.01(b).

        "Merger Sub" has the meaning set forth in the Preamble.

        "Multiemployer Plan" has the meaning set forth in Section 3.12(d).

        "NYSE American" has the meaning set forth in Section 3.03(c).

        "Order" has the meaning set forth in Section 3.09.

        "Other Governmental Approvals" has the meaning set forth in Section 3.03(c).

        "Owned Real Estate" shall mean all land, together with all buildings, structures, fixtures, and improvements located thereon and all easements, rights of way, and appurtenances relating thereto, owned by the Company or any of its Subsidiaries.

        "Parent" has the meaning set forth in the Preamble.

        "Paying Agent" has the meaning set forth in Section 2.02(a).

        "Payment Fund" has the meaning set forth in Section 2.02(a).

        "Permits" has the meaning set forth in Section 3.08(b).

        "Permitted Liens" means: (a) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith (provided

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appropriate reserves required pursuant to GAAP have been made in respect thereof); (b) mechanics', carriers', workers', repairers', and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings (provided appropriate reserves required pursuant to GAAP have been made in respect thereof); (c) zoning, entitlement, building, and other land use regulations imposed by Governmental Entities having jurisdiction over such Person's owned or leased real property, which are not violated by the current use and operation of such real property; (d) covenants, conditions, restrictions, easements, and other similar non-monetary matters of record affecting title to such Person's owned or leased real property, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such Person's businesses; (e) any right of way or easement related to public roads and highways, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such Person's businesses; (f) Liens arising under workers' compensation, unemployment insurance, social security, retirement, and similar legislation; and (g) the security interest established in that certain Business Loan Agreement dated effective March 15, 2017 between the Company and Bank of the West.

        "Person" means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, Governmental Entity, or other entity or group (which term will include a "group" as such term is defined in Section 13(d)(3) of the Exchange Act).

        "Real Estate" means the Owned Real Estate and the Leased Real Estate.

        "Representatives" has the meaning set forth in Section 5.04(a).

        "Requisite Company Vote" has the meaning set forth in Section 3.03(a).

        "Sarbanes-Oxley Act" has the meaning set forth in Section 3.04(a).

        "SEC" has the meaning set forth in Section 3.03(c).

        "Securities Act" has the meaning set forth in Section 3.04(a).

        "Statement of Merger" has the meaning set forth in Section 1.03.

        "Subsidiary" of a Person means a corporation, partnership, limited liability company, or other business entity of which a majority of the shares of voting securities is at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person.

        "Superior Proposal" means a bona fide written Takeover Proposal (except that, for purposes of this definition, each reference in the definition of "Takeover Proposal" to "15%" shall be "50%") that the Company Board determines in good faith (after consultation with outside legal counsel and the Company Financial Advisor) is more favorable from a financial point of view to the holders of Company Common Stock than the transactions contemplated by this Agreement, taking into account: (a) all financial considerations; (b) the identity of the third party making such Takeover Proposal; (c) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Takeover Proposal; (d) the other terms and conditions of such Takeover Proposal and the implications thereof on the Company, including relevant legal, regulatory, and other aspects of such Takeover Proposal deemed relevant by the Company Board; and (e) any revisions to the terms of this Agreement and the Merger proposed by Parent during the Superior Proposal Notice Period set forth in Section 5.04(d).

        "Superior Proposal Notice Period" has the meaning set forth in Section 5.04(d).

        "Surviving Corporation" has the meaning set forth in Section 1.01.

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        "Takeover Proposal" means an inquiry, proposal, or offer from, or indication of interest in making a proposal or offer by, any Person or group (other than Parent and its Subsidiaries, including Merger Sub), relating to any transaction or series of related transactions (other than the transactions contemplated by this Agreement), involving any: (a) direct or indirect acquisition of assets of the Company or its Subsidiaries (including any voting equity interests of Subsidiaries, but excluding sales of assets in the ordinary course of business) equal to 15% or more of the fair market value of the Company's and its Subsidiaries' consolidated assets or to which 15% or more of the Company's and its Subsidiaries' net revenues or net income on a consolidated basis are attributable; (b) direct or indirect acquisition of 15% or more of the voting equity interests of the Company or any of its Subsidiaries whose business constitutes 15% or more of the consolidated net revenues, net income, or assets of the Company and its Subsidiaries, taken as a whole; (c) tender offer or exchange offer that if consummated would result in any Person or group (as defined in Section 13(d) of the Exchange Act) beneficially owning (within the meaning of Section 13(d) of the Exchange Act) 15% or more of the voting power of the Company; (d) merger, consolidation, other business combination, or similar transaction involving the Company or any of its Subsidiaries, pursuant to which such Person or group (as defined in Section 13(d) of the Exchange Act) would own 15% or more of the consolidated net revenues, net income, or assets of the Company, and its Subsidiaries, taken as a whole; (e) liquidation, dissolution (or the adoption of a plan of liquidation or dissolution), or recapitalization or other significant corporate reorganization of the Company or one or more of its Subsidiaries which, individually or in the aggregate, generate or constitute 15% or more of the consolidated net revenues, net income, or assets of the Company and its Subsidiaries, taken as a whole; or (f) any combination of the foregoing.

        "Taxes" means all federal, state, local, foreign, and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto and any interest in respect of such additions or penalties.

        "Tax Returns" means any return, declaration, report, claim for refund, information return or statement, or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

        "Termination Fee" means $3,500,000.

        "Treasury Regulations" means the Treasury regulations promulgated under the Code.

        "Voting Debt" has the meaning set forth in Section 3.02(c).

        "Warrants" has the meaning set forth in Section 2.08.

        Section 8.02    Interpretation; Construction.     

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        Section 8.03    Survival.     None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement will survive the Effective Time. This Section 8.03 does not limit any covenant or agreement of the parties contained in this Agreement which, by its terms, contemplates performance after the Effective Time. The Confidentiality Agreement will survive termination of this Agreement in accordance with its terms.

        Section 8.04    Governing Law.     This Agreement, and all Legal Actions (whether based on contract, tort, or statute) arising out of or relating to this Agreement or the actions of any of the parties hereto in the negotiation, administration, performance, or enforcement hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware.

        Section 8.05    Submission to Jurisdiction.     Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in the Superior Court of the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 8.07 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder: (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.05; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action, or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action, or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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        Section 8.06    Waiver of Jury Trial.     EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.06.

        Section 8.07    Notices.     All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.07):

If to Parent or Merger Sub, to:

   Danfoss Power Solutions (US) Company,
c/o Danfoss A/S, Nordborgvej 81, DK-6430
Nordborg, Denmark
Attention: General Counsel
Facsimile: +45 74886235

with a copy (which will not constitute

  

Winston & Strawn, LLP

notice to Parent or Merger Sub) to:

   200 Park Avenue, New York, NY 10166
Facsimile: 212-294-4700
Attention: Uri Doron, Esq.

If to the Company, to:

  

UQM Technologies Inc.
4120 Specialty Pl.
Longmont, Co 80504
Facsimile:
Attention: President

with a copy (which will not constitute

  

Polsinelli

notice to the Company) to:

   1401 Lawrence Street, Suite 2300
Denver, CO 80202
Facsimile:
Attention: Jeffrey Reeser

or to such other Persons, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.

        Section 8.08    Entire Agreement.     This Agreement (including the Exhibits to this Agreement), the Company Disclosure Letter and the Confidentiality Agreement constitute the entire agreement among

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the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. In the event of any inconsistency between the statements in the body of this Agreement, the Confidentiality Agreement and the Company Disclosure Letter (other than an exception expressly set forth as such in the Company Disclosure Letter), the statements in the body of this Agreement will control.

        Section 8.09    No Third-Party Beneficiaries.     Except as provided in Section 5.08 hereof (which shall be to the benefit of the parties referred to in such section), this Agreement is for the sole benefit of the parties hereto and their permitted assigns and respective successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        Section 8.10    Severability.     If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

        Section 8.11    Assignment.     This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Parent or Merger Sub, on the one hand, nor the Company on the other hand, may assign its rights or obligations hereunder without the prior written consent of the other party (Parent in the case of Parent and Merger Sub), which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that prior to the Effective Time, Merger Sub may, without the prior written consent of the Company, assign all or any portion of its rights under this Agreement to Parent or to one or more of Parent's direct or indirect wholly-owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations hereunder.

        Section 8.12    Remedies.     Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at Law, or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

        Section 8.13    Specific Performance.     The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at Law or in equity.

        Section 8.14    Counterparts; Effectiveness.     This Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all of the other parties.

[SIGNATURE PAGE FOLLOWS]

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EXECUTION COPY

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

  UQM TECHNOLOGIES INC.

 

By

  

/s/ JOSEPH R. MITCHELL

      Name:   Joseph R. Mitchell

      Title:   President & CEO

 

DANFOSS POWER SOLUTIONS (US) COMPANY

 

By

  

/s/ JEFF HERRIN

      Name:   Jeff Herrin

      Title:   President

 

DANFOSS-2019 MERGER SUB, INC.

 

By

  

/s/ JEFF HERRIN

      Name:   Jeff Herrin

      Title:   President

EXECUTION COPY


EXHIBIT A

Certificate of Incorporation


AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

UQM TECHNOLOGIES, INC.

        1.     The name of the corporation is UQM Technologies, Inc. (the "Corporation").

        2.     The address of the registered office of the Corporation in the State of Colorado is 1900 W. Littleton Boulevard, Littleton, CO 80120 in Arapahoe County. The name of the registered agent of the Corporation at such address is Corporation Service Company.

        3.     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Colorado Business Corporation Act ("CBCA").

        4.     The total number of shares of stock which the Corporation is authorized to issue is 1,000. All shares shall be common stock, par value $0.01 per share, and are to be of one class.

        5.     Unless and except to the extent that the by-laws of the Corporation (the "By-laws") shall so require, the election of directors of the Corporation need not be by written ballot.

        6.     To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of this paragraph seven shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

        7.     The Corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Corporation. Any amendment, repeal or modification of this paragraph 8 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

        8.     In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to adopt, amend or repeal the By-laws or adopt new By-laws without any action on the part of the stockholders; provided that any By-law adopted or amended by the board of directors, and any powers thereby conferred, may be amended, altered or repealed by the stockholders.

        9.     The Corporation shall have the right, subject to any express provisions or restrictions contained in the Amended and Restated Articles of Incorporation of the Corporation (the "Amended and Restated Articles of Incorporation") or the By-laws, from time to time, to amend, alter or repeal any provision of the Amended and Restated Articles of Incorporation in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Amended and Restated Articles of Incorporation or any amendment thereof are conferred subject to such right.

EXHIBIT B

Bylaws of the Surviving Corporation


AMENDED AND RESTATED BY-LAWS OF

UQM TECHNOLOGIES, INC.

ARTICLE I
OFFICES

        Section 1.01    Offices.     The address of the registered office of UQM Technologies, Inc. (hereinafter called the "Corporation") in the State of Colorado shall be at Corporation Service Company, 1900 W. Littleton Boulevard, Littleton, CO 80120 in Arapahoe County. The Corporation may have other offices, both within and without the State of Colorado, as the board of directors of the Corporation (the "Board of Directors") from time to time shall determine or the business of the Corporation may require.

        Section 1.02    Books and Records.     Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.


ARTICLE II
MEETINGS OF THE STOCKHOLDERS

        Section 2.01    Place of Meetings.     All meetings of the stockholders shall be held at such place, if any, either within or without the State of Colorado, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

        Section 2.02    Annual Meeting.     The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

        Section 2.03    Special Meetings.     Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

        Section 2.04    Adjournments.     Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

        Section 2.05    Notice of Meetings.     Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to

stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

        Section 2.06    List of Stockholders.     The officer of the Corporation who has charge of the stock ledger shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such list was provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation for a period of at least ten days before the meeting. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

        Section 2.07    Quorum.     Unless otherwise required by law, the Corporation's Certificate of Incorporation (the "Certificate of Incorporation") or these by-laws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

        Section 2.08    Conduct of Meetings.     The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the president, or in his or her absence or inability to act, the vice president, or, in his or her absence or inability to act, the person whom the president shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or

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prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

        Section 2.09    Voting; Proxies.     Unless otherwise required by law or the Certificate of Incorporation the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. Unless otherwise required by law, the Certificate of Incorporation or these by-laws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.

        Section 2.10    Inspectors at Meetings of Stockholders.     The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Colorado upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

        Section 2.11    Written Consent of Stockholders Without a Meeting.     Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that

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would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Colorado, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

        Section 2.12    Fixing the Record Date.     

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 ARTICLE III
BOARD OF DIRECTORS

        Section 3.01    General Powers.     The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these by-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

        Section 3.02    Number; Term of Office.     The Board of Directors shall consist of not less than one (1) but no more than five (5) members. Each director shall hold office until a successor is duly elected and qualified or until the director's earlier death, resignation, disqualification or removal.

        Section 3.03    Newly Created Directorships and Vacancies.     Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, may be filled by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director's death, resignation or removal.

        Section 3.04    Resignation.     Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified.

        Section 3.05    Removal.     Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

        Section 3.06    Fees and Expenses.     Directors shall receive such fees and expenses as the Board of Directors shall from time to time prescribe.

        Section 3.07    Regular Meetings.     Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.

        Section 3.08    Special Meetings.     Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the president on at least 24 hours' notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days' notice if given by mail. Special meetings shall be called by the chairman or the president in like manner and on like notice on the written request of any two or more directors.

        Section 3.09    Telephone Meetings.     Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

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        Section 3.10    Adjourned Meetings.     A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours' notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days' notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

        Section 3.11    Notices.     Subject to Section 3.08, Section 3.10 and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these by-laws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director's address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.

        Section 3.12    Waiver of Notice.     Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these by-laws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

        Section 3.13    Organization.     At each meeting of the Board of Directors, the chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The secretary shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from any meeting of the Board of Directors, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

        Section 3.14    Quorum of Directors.     The presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

        Section 3.15    Action by Majority Vote.     Except as otherwise expressly required by these by-laws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

        Section 3.16    Action Without Meeting.     Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

        Section 3.17    Committees of the Board of Directors.     The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and

6

authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.


ARTICLE IV
OFFICERS

        Section 4.01    Positions and Election.     The officers of the Corporation shall be elected annually by the Board of Directors and shall include a president, a treasurer and a secretary. The Board of Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice chairmen (who must be directors) and one or more vice presidents, assistant treasurers, assistant secretaries and other officers. Any two or more offices may be held by the same person.

        Section 4.02    Term.     Each officer of the Corporation shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

        Section 4.03    The President.     The president shall have general supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.

        Section 4.04    Vice Presidents.     Each vice president shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairman of the Board of Directors or the president.

        Section 4.05    The Secretary.     The secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the president. The secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

        Section 4.06    The Treasurer.     The treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all

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moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

        Section 4.07    Duties of Officers May Be Delegated.     In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.


ARTICLE V
STOCK CERTIFICATES AND THEIR TRANSFER

        Section 5.01    Certificates Representing Shares.     The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the chairman, any vice chairman, the president or any vice president, and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

        Section 5.02    Transfers of Stock.     Stock of the Corporation shall be transferable in the manner prescribed by law and in these by-laws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person's attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.

        Section 5.03    Transfer Agents and Registrars.     The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

        Section 5.04    Lost, Stolen or Destroyed Certificates.     The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate, or the owner's legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.

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 ARTICLE VI
GENERAL PROVISIONS

        Section 6.01    Seal.     The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

        Section 6.02    Fiscal Year.     The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

        Section 6.03    Checks, Notes, Drafts, Etc.     All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

        Section 6.04    Dividends.     Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property or in shares of the Corporation's capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.

        Section 6.05    Conflict with Applicable Law or Certificate of Incorporation.     These by-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these by-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.


ARTICLE VII
AMENDMENTS

        These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the Board of Directors. The stockholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

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 ANNEX B
DISSENTERS RIGHTS OF APPRAISAL UNDER CBCA


ARTICLE 113 OF THE COLORADO BUSINESS CORPORATION ACT

DISSENTERS' RIGHTS

Part 1—Right of Dissent—Payment for Shares

§ 7-113-101. Definitions

        For purposes of this article:

§ 7-113-102. Right to dissent

        (1)   A shareholder, whether or not entitled to vote, is entitled to dissent and obtain payment of the fair value of the shareholder's shares in the event of any of the following corporate actions:

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        (1.3)  A shareholder is not entitled to dissent and obtain payment, under subsection (1) of this section, of the fair value of the shares of any class or series of shares which either were listed on a national securities exchange registered under the federal "Securities Exchange Act of 1934", as amended, [FN1] or on the national market system of the national association of securities dealers automated quotation system, or were held of record by more than two thousand shareholders, at the time of:

        (1.8)  The limitation set forth in subsection (1.3) of this section shall not apply if the shareholder will receive for the shareholder's shares, pursuant to the corporate action, anything except:

        (2)   Deleted by Laws 1996, H.B.96-1285, § 30, eff. June 1, 1996.

        (2.5)  A shareholder, whether or not entitled to vote, is entitled to dissent and obtain payment of the fair value of the shareholder's shares in the event of a reverse split that reduces the number of shares owned by the shareholder to a fraction of a share or to scrip if the fractional share or scrip so created is to be acquired for cash or the scrip is to be voided under section 7-106-104.

        (3)   A shareholder is entitled to dissent and obtain payment of the fair value of the shareholder's shares in the event of any corporate action to the extent provided by the bylaws or a resolution of the board of directors.

        (4)   A shareholder entitled to dissent and obtain payment for the shareholder's shares under this article may not challenge the corporate action creating such entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.

§ 7-113-103. Dissent by nominees and beneficial owners

        (1)   A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one person and causes the corporation to receive written notice which states such dissent and the name, address, and federal taxpayer identification number, if any, of each person on whose behalf the record shareholder asserts dissenters' rights. The rights of a record shareholder

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under this subsection (1) are determined as if the shares as to which the record shareholder dissents and the other shares of the record shareholder were registered in the names of different shareholders.

        (2)   A beneficial shareholder may assert dissenters' rights as to the shares held on the beneficial shareholder's behalf only if:

        (3)   The corporation may require that, when a record shareholder dissents with respect to the shares held by any one or more beneficial shareholders, each such beneficial shareholder must certify to the corporation that the beneficial shareholder and the record shareholder or record shareholders of all shares owned beneficially by the beneficial shareholder have asserted, or will timely assert, dissenters' rights as to all such shares as to which there is no limitation on the ability to exercise dissenters' rights. Any such requirement shall be stated in the dissenters' notice given pursuant to section 7-113-203.


Part 2—Procedure for Exercise of Dissenters' Rights

§ 7-113-201. Notice of dissenters' rights

        (1)   If a proposed corporate action creating dissenters' rights under section 7-113-102 is submitted to a vote at a shareholders' meeting, the notice of the meeting shall be given to all shareholders, whether or not entitled to vote. The notice shall state that shareholders are or may be entitled to assert dissenters' rights under this article and shall be accompanied by a copy of this article and the materials, if any, that, under articles 101 to 117 of this title, are required to be given to shareholders entitled to vote on the proposed action at the meeting. Failure to give notice as provided by this subsection (1) shall not affect any action taken at the shareholders' meeting for which the notice was to have been given, but any shareholder who was entitled to dissent but who was not given such notice shall not be precluded from demanding payment for the shareholder's shares under this article by reason of the shareholder's failure to comply with the provisions of section 7-113-202(1).

        (2)   If a proposed corporate action creating dissenters' rights under section 7-113-102 is authorized without a meeting of shareholders pursuant to section 7-107-104, any written or oral solicitation of a shareholder to execute a writing consenting to such action contemplated in section 7-107-104 shall be accompanied or preceded by a written notice stating that shareholders are or may be entitled to assert dissenters' rights under this article, by a copy of this article, and by the materials, if any, that, under articles 101 to 117 of this title, would have been required to be given to shareholders entitled to vote on the proposed action if the proposed action were submitted to a vote at a shareholders' meeting. Failure to give notice as provided by this subsection (2) shall not affect any action taken pursuant to section 7-107-104 for which the notice was to have been given, but any shareholder who was entitled to dissent but who was not given such notice shall not be precluded from demanding payment for the shareholder's shares under this article by reason of the shareholder's failure to comply with the provisions of section 7-113-202(2).

§ 7-113-202. Notice of intent to demand payment

        (1)   If a proposed corporate action creating dissenters' rights under section 7-113-102 is submitted to a vote at a shareholders' meeting and if notice of dissenters' rights has been given to such

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shareholder in connection with the action pursuant to section 7-113-201(1), a shareholder who wishes to assert dissenters' rights shall:

        (2)   If a proposed corporate action creating dissenters' rights under section 7-113-102 is authorized without a meeting of shareholders pursuant to section 7-107-104 and if notice of dissenters' rights has been given to such shareholder in connection with the action pursuant to section 7-113-201(2), a shareholder who wishes to assert dissenters' rights shall not execute a writing consenting to the proposed corporate action.

        (3)   A shareholder who does not satisfy the requirements of subsection (1) or (2) of this section is not entitled to demand payment for the shareholder's shares under this article.

§ 7-113-203. Dissenters' notice

        (1)   If a proposed corporate action creating dissenters' rights under section 7-113-102 is authorized, the corporation shall give a written dissenters' notice to all shareholders who are entitled to demand payment for their shares under this article.

        (2)   The dissenters' notice required by subsection (1) of this section shall be given no later than ten days after the effective date of the corporate action creating dissenters' rights under section 7-113-102 and shall:

§ 7-113-204. Procedure to demand payment

        (1)   A shareholder who is given a dissenters' notice pursuant to section 7-113-203 and who wishes to assert dissenters' rights shall, in accordance with the terms of the dissenters' notice:

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        (2)   A shareholder who demands payment in accordance with subsection (1) of this section retains all rights of a shareholder, except the right to transfer the shares, until the effective date of the proposed corporate action giving rise to the shareholder's exercise of dissenters' rights and has only the right to receive payment for the shares after the effective date of such corporate action.

        (3)   Except as provided in section 7-113-207 or 7-113-209(1)(b), the demand for payment and deposit of certificates are irrevocable.

        (4)   A shareholder who does not demand payment and deposit the shareholder's share certificates as required by the date or dates set in the dissenters' notice is not entitled to payment for the shares under this article.

§ 7-113-205. Uncertificated shares

        (1)   Upon receipt of a demand for payment under section 7-113-204 from a shareholder holding uncertificated shares, and in lieu of the deposit of certificates representing the shares, the corporation may restrict the transfer thereof.

        (2)   In all other respects, the provisions of section 7-113-204 shall be applicable to shareholders who own uncertificated shares.

§ 7-113-206. Payment

        (1)   Except as provided in section 7-113-208, upon the effective date of the corporate action creating dissenters' rights under section 7-113-102 or upon receipt of a payment demand pursuant to section 7-113-204, whichever is later, the corporation shall pay each dissenter who complied with section 7-113-204, at the address stated in the payment demand, or if no such address is stated in the payment demand, at the address shown on the corporation's current record of shareholders for the record shareholder holding the dissenter's shares, the amount the corporation estimates to be the fair value of the dissenter's shares, plus accrued interest.

        (2)   The payment made pursuant to subsection (1) of this section shall be accompanied by:

§ 7-113-207. Failure to take action

        (1)   If the effective date of the corporate action creating dissenters' rights under section 7-113-102 does not occur within sixty days after the date set by the corporation by which the corporation must receive the payment demand as provided in section 7-113-203, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

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        (2)   If the effective date of the corporate action creating dissenters' rights under section 7-113-102 occurs more than sixty days after the date set by the corporation by which the corporation must receive the payment demand as provided in section 7-113-203, then the corporation shall send a new dissenters' notice, as provided in section 7-113-203, and the provisions of sections 7-113-204 to 7-113-209 shall again be applicable.

§ 7-113-208. Special provisions relating to shares acquired after announcement of proposed corporate action

        (1)   The corporation may, in or with the dissenters' notice given pursuant to section 7-113-203, state the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action creating dissenters' rights under section 7-113-102 and state that the dissenter shall certify in writing, in or with the dissenter's payment demand under section 7-113-204, whether or not the dissenter (or the person on whose behalf dissenters' rights are asserted) acquired beneficial ownership of the shares before that date. With respect to any dissenter who does not so certify in writing, in or with the payment demand, that the dissenter or the person on whose behalf the dissenter asserts dissenters' rights acquired beneficial ownership of the shares before such date, the corporation may, in lieu of making the payment provided in section 7-113-206, offer to make such payment if the dissenter agrees to accept it in full satisfaction of the demand.

        (2)   An offer to make payment under subsection (1) of this section shall include or be accompanied by the information required by section 7-113-206(2).

§ 7-113-209. Procedure if dissenter is dissatisfied with payment or offer

        (1)   A dissenter may give notice to the corporation in writing of the dissenter's estimate of the fair value of the dissenter's shares and of the amount of interest due and may demand payment of such estimate, less any payment made under section 7-113-206, or reject the corporation's offer under section 7-113-208 and demand payment of the fair value of the shares and interest due, if:

        (2)   A dissenter waives the right to demand payment under this section unless the dissenter causes the corporation to receive the notice required by subsection (1) of this section within thirty days after the corporation made or offered payment for the dissenter's shares.


Part 3—Judicial Appraisal of Shares

§ 7-113-301. Court action

        (1)   If a demand for payment under section 7-113-209 remains unresolved, the corporation may, within sixty days after receiving the payment demand, commence a proceeding and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay to each dissenter whose demand remains unresolved the amount demanded.

        (2)   The corporation shall commence the proceeding described in subsection (1) of this section in the district court for the county in this state in which the street address of the corporation's principal

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office is located, or, if the corporation has no principal office in this state, in the district court for the county in which the street address of its registered agent is located, or, if the corporation has no registered agent, in the district court for the city and county of Denver. If the corporation is a foreign corporation without a registered agent, it shall commence the proceeding in the county in which the domestic corporation merged into, or whose shares were acquired by, the foreign corporation would have commenced the action if that corporation were subject to the first sentence of this subsection (2).

        (3)   The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unresolved parties to the proceeding commenced under subsection (2) of this section as in an action against their shares, and all parties shall be served with a copy of the petition. Service on each dissenter shall be by registered or certified mail, to the address stated in such dissenter's payment demand, or if no such address is stated in the payment demand, at the address shown on the corporation's current record of shareholders for the record shareholder holding the dissenter's shares, or as provided by law.

        (4)   The jurisdiction of the court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to such order. The parties to the proceeding are entitled to the same discovery rights as parties in other civil proceedings.

        (5)   Each dissenter made a party to the proceeding commenced under subsection (2) of this section is entitled to judgment for the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the corporation, or for the fair value, plus interest, of the dissenter's shares for which the corporation elected to withhold payment under section 7-113-208.

§ 7-113-302. Court costs and counsel fees

        (1)   The court in an appraisal proceeding commenced under section 7-113-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation; except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under section 7-113-209.

        (2)   The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

        (3)   If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to said counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefitted.

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 ANNEX C
FAIRNESS OPINION

LOGO

Confidential   January 18, 2019

UQM Technologies, Inc.
4120 Specialty Place
Longmont, CO 80504

Ladies and Gentlemen:

        UQM Technologies, Inc. (the "Company") has engaged Duff & Phelps, LLC ("Duff & Phelps") to serve as an independent financial advisor to the Board of Directors (the "Board of Directors") of the Company (solely in their capacity as members of the Board of Directors) to provide an opinion (the "Opinion") as of the date hereof as to the fairness, from a financial point of view, to the stockholders of the Company of the Consideration (as defined below) to be received by such holders in the Proposed Transaction (as defined below) (without giving effect to any impact of the Proposed Transaction on any particular stockholder other than in its capacity as a stockholder).

        It is Duff & Phelps' understanding that the Company, Danfoss Power Solutions (US) Company, a Delaware corporation ("Parent"), and Danfoss-2019 Merger Sub, Inc., a Delaware corporation and a wholly subsidiary of Parent ("Merger Sub"), intend to enter into an Agreement and Plan of Merger (the "Agreement"), the latest draft of which Duff & Phelps has reviewed is dated January 16, 2019. The Agreement provides, among other things, that the following transaction will be effected pursuant to the terms and subject to the conditions set forth therein (the "Proposed Transaction"): (i) Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger and (ii), each share of common stock, par value $0.01 per share, of the Company, other than Cancelled Shares and Dissenting Shares (as defined in the Agreement), will be converted into the right to receive $1.71 in cash, without interest (the "Consideration"). The terms and conditions of the Proposed Transaction are more fully set forth in the Agreement.

Scope of Analysis

        In connection with this Opinion, Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps' procedures, investigations, and financial analysis with respect to the preparation of its Opinion included, but were not limited to, the items summarized below:

Duff & Phelps, LLC
55 East 52nd Street
Floor 31
New York, NY 10055		   T +1 212 871 2000   www.duffandphelps.com    

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1.
Reviewed the following documents:

a.
The Company's annual reports and audited financial statements on Form 10-K filed with the Securities and Exchange Commission ("SEC") for the years ended December 31, 2016 and December 31, 2017 and the Company's unaudited interim financial statements for the period ended September 30, 2018 included in the Company's Form 10-Q filed with the SEC;

b.
Unaudited interim financial statements for the Company for the year-to-date period ended November 30, 2018;

c.
Other internal documents relating to the history, current operations, and probable future outlook of the Company, including financial projections for the Company, provided to us by management of the Company ("Management") (the "Management Projections");

d.
Documents related to the Proposed Transaction, including the Indication of Interest, dated as of December 13, 2018, and a draft, dated as of January 16, 2019, of the Agreement;

e.
A letter dated January 18, 2019 from Management which made certain representations as to historical financial statements, the Management Projections and the underlying assumptions;

2.
Discussed the information referred to above and the background and other elements of the Proposed Transaction with Management;

3.
Reviewed the historical trading price and trading volume of the Company's common stock and the publicly-traded securities of certain other companies that Duff & Phelps deemed relevant;

4.
Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant and an analysis of selected transactions that Duff & Phelps deemed relevant; and

5.
Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate with respect to the Company or otherwise.

Assumptions, Qualifications and Limiting Conditions

        In performing its analyses and rendering this Opinion with respect to the Proposed Transaction, Duff & Phelps, with the Company's consent:

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        To the extent that any of the foregoing assumptions or any of the facts on which this Opinion is based prove to be untrue in any material respect, this Opinion cannot and should not be relied upon. Furthermore, in Duff & Phelps' analysis and in connection with the preparation of this Opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction.

        Duff & Phelps has prepared this Opinion effective as of the date hereof. This Opinion is necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of the date hereof, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting this Opinion which may come or be brought to the attention of Duff & Phelps after the date hereof.

        Duff & Phelps did not evaluate the Company's solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Duff & Phelps has not been requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Proposed Transaction, the assets, businesses or operations of the Company, or any alternatives to the Proposed Transaction, (ii) negotiate the terms of the Proposed Transaction, and therefore, Duff & Phelps has assumed that such terms are the most beneficial terms, from the Company's perspective, that could, under the circumstances, be negotiated among the parties to the Agreement and the Proposed Transaction, or (iii) advise the Board of Directors or any other party with respect to alternatives to the Proposed Transaction.

        Duff & Phelps is not expressing any opinion as to the market price or value of the Company's common stock (or anything else) after the announcement or the consummation of the Proposed Transaction. This Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company's credit worthiness, as tax advice, or as accounting advice. Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

        In rendering this Opinion, Duff & Phelps is not expressing any opinion with respect to the amount or nature of any compensation to any of the Company's officers, directors, or employees, or any class of such persons , relative to the Consideration to be received by the public shareholders of the Company in the Proposed Transaction, or with respect to the fairness of any such compensation.

        This Opinion is furnished solely for the use and benefit of the Board of Directors in connection with its consideration of the Proposed Transaction and is not intended to, and does not, confer any

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rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps' express consent. This Opinion (i) does not address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction; (ii) does not address any transaction related to the Proposed Transaction; (iii) is not a recommendation as to how the Board of Directors or any stockholder should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction, and (iv) does not indicate that the consideration received is the best possibly attainable under any circumstances; instead, it merely states whether the Consideration is within a range suggested by certain financial analyses. The decision as to whether to proceed with the Proposed Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which this Opinion is based. This letter should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

        This Opinion is solely that of Duff & Phelps, and Duff & Phelps' liability in connection with this letter shall be limited in accordance with the terms set forth in the engagement letter between Duff & Phelps and the Company dated December 26, 2018 (the "Engagement Letter"). This letter is confidential, and its use and disclosure is strictly limited in accordance with the terms set forth in the Engagement Letter.

Disclosure of Prior Relationships

        Duff & Phelps has acted as financial advisor to the Board of Directors and will receive a fee for its services. No portion of Duff & Phelps' fee is contingent upon either the conclusion expressed in this Opinion or whether or not the Proposed Transaction is successfully consummated. Pursuant to the terms of the Engagement Letter, a portion of Duff & Phelps' fee is payable upon Duff & Phelps' stating to the Board of Directors that it is prepared to deliver its Opinion. In 2016, Duff & Phelps provided a fairness opinion to the Company in connection with a transaction, which ultimately did not close (the "Prior Engagement"). For the Prior Engagement, Duff & Phelps received customary fees, expense reimbursement, and indemnification. Other than this engagement and the Prior Engagement, during the three years preceding the date of this Opinion, Duff & Phelps has not had any material relationship with any party to the Proposed Transaction for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

Conclusion

        Based upon and subject to the foregoing, Duff & Phelps is of the opinion that as of the date hereof the Consideration to be received by the stockholders of the Company in the Proposed Transaction is fair from a financial point of view to such holders (without giving effect to any impact of the Proposed Transaction on any particular stockholder other than in its capacity as a stockholder).

        This Opinion has been approved by the Opinion Review Committee of Duff & Phelps.

Respectfully submitted,

GRAPHIC

Duff & Phelps, LLC

C-4

 

MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 received by 11:59 PM MT on April 22, 2019. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/tUQM or delete QR code and control # scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/tUQM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + ForAgainst Abstain 1. To consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger dated as of January 21, 2019, by and among UQM, Danfoss Power Solutions (US) Company (“Danfoss”) and a wholly owned subsidiary of Danfoss (“Merger Sub”), pursuant to which Merger Sub will be merged with and into UQM, with UQM surviving the merger as a wholly owned subsidiary of Danfoss (the “Merger” and, such proposal, the “Merger Proposal”). 2. To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger (the “Advisory Compensation Proposal”). 3. To approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to adopt and approve the Merger Agreement. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 0 5 6 9 2 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 4 030BEB MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals - The Board of Directors recommend a vote FOR Proposals 1, 2 and 3. 2019 Special Meeting Proxy Card1234 5678 9012 345

 

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Notice of 2019 Special Meeting of Shareholders Proxy Solicited by Board of Directors for Special Shareholder Meeting - April 23, 2019. Joseph R. Mitchell and David I. Rosenthal or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of Shareholders of UQM Technologies to be held on April 23, 2019 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as indicated by the shareholder on the proxy card. If no such directions are indicated, the Proxies will have authority to vote FOR items 1, 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Change of Address — Please print new address below. Comments — Please print your comments below. + C Non-Voting Items UQM Technologies Inc. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/tUQM