SHARE PURCHASE AGREEMENT By and Among 1336902 B.C. UNLIMITED LIABILITY COMPANY, as the Buyer And M. & W. HOLDINGS LTD., SANFORD CAPITAL LTD., IAN KANE, ARCEE ENTERPRISES INC., And 0835205 B.C. LTD., as the Sellers And MARK KROEKER, as the Sellers’...Share Purchase Agreement • December 16th, 2021 • Ultralife Corp • Miscellaneous electrical machinery, equipment & supplies • British Columbia
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of December 13, 2021, by and among 1336902 B.C. UNLIMITED LIABILITY COMPANY, a British Columbia unlimited liability company (the “Buyer”), M. &. W. HOLDINGS LTD. (“M&W”), IAN KANE (“Ian”), SANFORD CAPITAL LTD. (“Sanford”), ARCEE ENTERPRISES INC. (“Arcee”) and, 0835205 B.C. LTD. (“LarsenCo”, and collectively with M&W, Sanford, Arcee, and Ian, the “Sellers”, and each individually a “Seller”), MARK KROEKER, in his capacity as the Sellers’ Representative, and 656700 B.C. LTD, a British Columbia corporation (the “Company” and, together with the Sellers and the Buyer, the “Parties”).
TERM NOTE BUltralife Corp • December 16th, 2021 • Miscellaneous electrical machinery, equipment & supplies
in lawful money of the United States of America at such times, in such amounts and in such manner as provided in Section 2.1C of the Credit Agreement or such earlier time as a prepayment is required pursuant to the Credit Agreement. As used herein, “Credit Agreement” means the Credit and Security Agreement dated as of May 31, 2017, among Borrowers, certain other Credit Parties from time to time party thereto, the lenders named therein and KeyBank National Association, as Agent, as the same may from time to time be amended, restated or otherwise modified. Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.
PLEDGE AGREEMENTPledge Agreement • December 16th, 2021 • Ultralife Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This Pledge Agreement, as it may be amended, restated or otherwise modified from time to time (this “Agreement”), is executed and delivered as of the 13th day of December, 2021, by ULTRALIFE EXCELL HOLDING CORP., a Delaware corporation (“Pledgor”), to KEYBANK NATIONAL ASSOCIATION (together with its successors and assigns in its capacity as agent, “Agent”), as agent for the financial institutions which are now or which hereafter become a party to the Credit Agreement, as hereinafter defined (collectively, “Lenders”).
ContractAssumption and Joinder Agreement • December 16th, 2021 • Ultralife Corp • Miscellaneous electrical machinery, equipment & supplies • New York
ASSUMPTION AND JOINDER AGREEMENT, dated as of December [___], 2021 (this “Joinder”), is executed in connection with that certain SECOND AMENDMENT AGREEMENT dated as of the date hereof (the “Second Amendment”) among ULTRALIFE CORPORATION, a Delaware corporation (“Ultralife”), SOUTHWEST ELECTRONIC ENERGY CORPORATION, a Texas corporation (“Southwest”), CLB, INC., a Texas corporation (“CLB”, and together with Ultralife and Southwest, collectively, the “Existing Borrowers”, and each individually an “Existing Borrower”), ULTRALIFE EXCELL HOLDING CORP., a Delaware corporation (“UEHC”), ULTRALIFE CANADA HOLDING CORP., a Delaware corporation (“UCHC”), EXCELL BATTERY CORPORATION USA, a Texas corporation (“Excell USA”, and together with UEHC and UCHC, collectively, the “Joining Borrowers”, and each individually, a “Joining Borrower”), each other Person which may be added as a “Borrower” thereto, subsequent to the date hereof (collectively, together with the Existing Borrowers and the Joining Borr
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • December 16th, 2021 • Ultralife Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This Second Amendment Agreement (this “Agreement”) is made and entered into as of this 13th day of December, 2021, by and among ULTRALIFE CORPORATION, a Delaware corporation (“Ultralife”), SOUTHWEST ELECTRONIC ENERGY CORPORATION, a Texas corporation (“Southwest”), CLB, INC., a Texas corporation (“CLB”, and together with Ultralife and Southwest, collectively, the “Existing Borrowers”, and each individually an “Existing Borrower”), ULTRALIFE EXCELL HOLDING CORP., a Delaware corporation (“UEHC”), ULTRALIFE CANADA HOLDING CORP., a Delaware corporation (“UCHC”), EXCELL BATTERY CORPORATION USA, a Texas corporation (“Excell USA”, and together with UEHC and UCHC, collectively, the “New Borrowers”, and each individually a “New Borrower”, and together with the Existing Borrowers, collectively, the “Borrowers”, and each individually a “Borrower”), the lending institutions currently a party to the Credit Agreement (as hereinafter defined) (each, a “Lender” and collectively, the “Lenders”), and KEY
