Current assets

Definitions. Unless expressly set forth herein in this Amendment, capitalized terms contained in this Amendment shall have the meaning set forth in the APA.

Effective Date. The Effective Date of this Agreement shall be date upon which it becomes fully executed.

Final Payment.In full satisfaction of its Purchase Price obligations under Section 2.6(a)(iii), Ultralife agrees to issue to the Selling Shareholders an aggregate total of 200,000 shares of Ultralife’s common stock (the “Shares”) within thirty (30) days of the Effective Date (the “Final Payment”). The Selling Shareholders have determined that the Final Payment shall be distributed as follows:

Release by Selling Shareholders. Subject to and conditioned upon timely payment of the Final Payment, and subject to the other terms and conditions of this Agreement, Selling Shareholders hereby individually, jointly and severally, completely release and forever discharge Ultralife (including any of its parents, subsidiaries, divisions, successors, affiliates, agents, officers, directors, insurers, reinsurers, employees and attorneys — hereafter the “Ultralife Affiliates”) from any and all past and present claims, demands, obligations, actions, suits, causes of action, rights, damages, costs, expenses, interest, attorney’s fees, compensation and liabilities of any nature whatever based on a tort, contract, statute, regulatory scheme or other theory of recovery, in law or in equity and whether for compensatory, liquidated and/or punitive damages, whether matured or unmatured, whether at law or in equity, whether known or unknown as of the Effective Date, and whether liquidated or unliquidated, that Selling Shareholders have, have had, or claim to have or have had relating to payment of the Purchase Price pursuant to or required by Section 2.6 of the APA.

Amendment of the APA. Subject to and conditioned upon timely payment in full of the Final Payment, and subject to the other terms and conditions of this Agreement, the Parties do hereby agree as follows:

Section 3 of this Agreement shall constitute a written amendment of the APA, as required by Section 9.2 of the APA.

No Modification of Other Agreements or Arrangements. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not affect any closed or finalized transaction under the APA, such as tax elections and prior payments, and nothing in this Agreement shall affect, limit or otherwise alter or amend the terms of those certain Confidentiality, Non-Disclosure, Non-Compete, Non-Disparagement and Assignment Agreements by and between Ultralife and each of the Selling Shareholders, dated November 10, 2008, or alter or amend any agreement or arrangement by and between Ultralife and Jacobs.

The Shares. Each Selling Shareholder and Jacobs acknowledge that the Shares have not been registered under the Securities Act and accordingly may not be transferred by sale, gift, pledge or otherwise unless: (i) a registration statement with respect to the transfer of the Shares shall be in effect under the Securities Act; or (ii) the transferor shall have obtained an opinion of counsel and/or other documentation related to such transfer, in form and content satisfactory to Ultralife and its counsel, evidencing that the transfer is exempt from the registration requirements of the Securities Act, is in compliance with applicable state securities law, and will not result in any violation of the Securities Act or any other applicable law. The Shares are being acquired by each Selling Shareholder and Jacobs without a view to resale in connection with any distribution thereof within the meaning of the Securities Act and each Selling Shareholder and Jacobs acknowledge and represent and warrant that the Shares will not thereafter be transferred except in accordance with the provisions of this Section 7.