Code of Business Conduct and Ethics

Purpose
     This Code of Business Conduct and Ethics (the “Code”) embodies the commitment of United Industrial Corporation and its direct and indirect subsidiaries (collectively, the “Company”) to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards. All officers, employees (including every full- or part- time employee of the Company, including those on assignment to affiliates of the Company such as Pioneer UAV, Inc. and Electric Transit, Inc.) and members of our Board of Directors are expected to adhere to those principles and procedures set forth in this Code that apply to them. Officers, directors and employees who engage agents, representatives, independent contractors, staffing agencies and consultants to work or act on behalf of the Company and, as appropriate, suppliers and subcontractors, shall ensure that each such person or party receives a copy of this Code and agrees to abide by the provisions hereof in connection with each such engagement. Failure to comply with this Code, or to report a violation, may result in disciplinary actions, including warnings, suspensions, termination of employment or such other action as may be appropriate under the circumstances.
      For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, Section I of this Code shall be the Company’s code of ethics for Senior Financial Officers (as defined below).
      This Code is not intended to be a comprehensive rulebook. Rather, the Code is part of a broader set of Company policies and compliance procedures described in greater detail in the Company’s Standards of Business Conduct Policy, Business Conduct Guidelines and Policy on Avoidance of Insider Trading and Related Procedures for Securities Transactions, and all other Company policies and guidelines that the Company may adopt from time to time. Although such policies and procedures are not a part of this Code, each officer, director and employee is expected to familiarize himself or herself, and comply at all times, with such policies and procedures.