Code of Business Conduct and Ethics

I. INTRODUCTION

The Board of Directors of Ultratech, Inc. (the “Company”) has adopted this Code of Business Conduct and Ethics which sets forth the standards which must guide our actions.

• This Code applies to all directors, officers, and employees of the Company.
• We recognize that the reputation of the Company is one of its greatest assets, and the Company’s reputation is based on our actions. Therefore, this Code demands that we conduct our work in accordance with high ethical standards.

II. HOW WE WORK

A. Compliance with Laws, Rules, and Regulations

• We shall conduct our business affairs with honesty and integrity, in compliance in all material respects with all applicable laws, rules, and regulations.
• No person subject to this Code shall commit an illegal or unethical act, or instruct others to do so, for any reason.
  

B. Quality of Public Disclosures; Insider Trading

• We shall include disclosure that is, in all material respects, full, fair, and accurate, as well as understandable and timely, in our reports and documents filed with or submitted to the Securities and Exchange Commission, and in our other public communications.
• All persons subject to this Code must comply with the Company’s Insider Trading Policy. Any violation of this requirement is a violation of this Code.
  

C. Conflicts of Interest

• Honest and ethical conduct shall be the guiding principle in our resolution of any conflicts of interest – either actual or apparent — between personal and professional relationships.
• All persons subject to this Code must comply with the Company’s Conflict of Interest Policy, found in the Employee Handbook. Any violation of this requirement is a violation of this Code.
  

D. Internal Reporting of Code Violations and Accountability

• All individuals subject to this Code must as promptly as practicable report any violation or suspected violations of this Code to the Company’s Audit Committee at www.ethicspoint.com or call 1-866-384-4277. A failure to observe this requirement is a violation of this Code.
• The Company will as promptly as practicable and thoroughly investigate all reports made. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all individuals subject to this Code without fear of retribution or retaliation is vital to the successful implementation of this Code.
• The Code will be enforced throughout the Company and violations will be dealt with immediately, including subjecting persons to corrective and/or disciplinary action including termination of their relationship with the Company. Violations of the Code that involve illegal or potentially illegal behavior will be reported to the appropriate authorities.
  

II. DISCLOSURE OF THIS CODE

• The Company will post this Code on the Company’s Internet website. In its annual report filed with the SEC, the Company will disclose both the fact that it has adopted this Code and the fact that it has posted it on the Company’s website, and it will also disclose the address for this website. Any waivers of this Code for directors or executive officers will be approved by the Board of Directors of the Company and disclosed in a Form 8–K within five days, or within such shorter period as may be required by applicable law.