Item 1.01 Entry into a Material Definitive Agreement.

On February 16, 2012, Ultralife Corporation (the "Company") announced its intention to divest its RedBlack Communications, Inc. ("RedBlack") business in 2012. RedBlack, a wholly owned subsidiary of the Company based in Hollywood, Maryland, designs, integrates and fields mobile, modular and fixed site communication and electronic systems. Commencing in the first quarter of 2012, the results and related divestiture costs have been reported as discontinued operations.

On September 28, 2012, the Company entered into and closed a Stock Purchase Agreement (the "Agreement") to sell 100% of its capital stock in RedBlack to BCF Solutions, Inc. ("Buyer"), based in Chantilly, VA. The Buyer's purchase price for RedBlack was $2,533,000. In addition, there will be a customary post-closing working capital adjustment to the purchase price which is expected to be completed within ninety days.

The Agreement contains customary representations and warranties that will survive closing for a period of two to three years. The Agreement also contains customary indemnification for breaches of the representation and warranties identified in the Agreement.

Pursuant to the Agreement, the Company is prohibited from engaging or participating with any current customer of RedBlack in any business, directly or indirectly, that competes with the business conducted by RedBlack for two years. The Company is also prohibited from hiring, soliciting, or recruiting any current employee, independent contractor or consultant of the Buyer or RedBlack for two years.

The full text of the Agreement will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

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