1  
INTRODUCTION AND PARTIES


This
Memorandum
of Understanding ("MOU
")
is made by
and between Ultralife
Corporation,
a Delaware
corporation with an address at 2000
Technology Parkway,
Newark,
New York 14513 (hereinafter referred to as "Ultralife")
and IDS Industries,
Inc.,
a Nevada
Corporation doing business as Charge! Energy Storage with an address at
533 Birch Street,
Lake Elsinore,
CA 92530 (hereinafter
referred to as "Company
"),
on this date
of January 22,
2014 ("Effective
Date").
Ultralife and
Company are each
a "Party,"
and together,
the "Parties".


 


The
Parties currently intend
that their organizations
shall collaborate in
a spirit of
partnersh ip for
the purposes and in accordance with
this MOU,
and therefore now
agree as follows:


 


2   PURPOSE


The
purpose of this MOU is to summarize the general concepts, understandings and anticipated business terms that will serve as a framework
within which Ultralife and Company will explore a potential collaboration between them (the "Transaction "). This MOU
evidences the current mutual intention of Ultralife and Company to continue their initial discussions and proceed negotiating
a potential written definitive agreement concerning the Transaction. Except as provided in Section 8: Scope of Obligations, this
MOU shall not constitute a binding agreement or obligation between the Parties with respect to the Transaction or any subject
encompassed within this MOU, but shall only express the current thoughts and considered expectations of the Parties. Any agreement
or binding obligation between the Parties shall be created and evidenced by a definitive agreement or agreements executed by authorized
representatives of Ultralife and Company ("Definitive Agreement "). The Transaction is more fully described as follows:


·                                 
SALES


o                                                  
Jointly engage in selling and marketing, in accordance
with the marketing and sales policies and practices of Ultralife, an "Ultralife Portable Power System" product to Company's
current and future customer base, including Company targets within the consumer market for portable power solutions and residential
commercial and industrial markets for stationary power solutions. Ultralife will not knowingly engage directly with Company's
customers to the extent they are not: (i) current or prior customers of Ultralife or (ii) identified or targeted as prospective
customers by Ultralife, unless directed by Company.


o                                                  
Ultralife and Company will jointly develop a simple
business map to outline both marketing strategies and growth expectations.


o                                                  
The contemplated collaboration will be for coverage
of the North American Market with targeted focus in California for the portable and stationary energy storage products.


o                                                  
Ultral ife will provide reasonable levels of marketing
collateral and resources to support these efforts, including a video clip(s) featuring the portable power solutions' features/benefits/applications
n multiple markets.


·                                
PRODUCT CUSTOMIZATION & PURCHASE COMMITTMENT


o                                                 
Ultralife currently intends to develop customized
products in accordance with a product priority roadmap for: a) private label portable power solution (I Q14 initial execution)
and b) turnkey energy storage solutions for residential/commercial/industrial applications (2Q 14 initial execution).


o                                                 
Company will make a committed minimum initial purchase
of the private label portable power solution of ten (I0) units in the first calendar quarter of 2014, and ten (10) additional
units in the second calendar quarter of 2014 PO's must be issued by March l, 2014 for first calendar quarter delivery and by June
1, 2014 for second calendar quarter delivery. Note any trigger the release of the second calendar quarter Purchase Order.


 


3  COSTS


Each
Party shall be responsible for meeting its own costs incurred in fulfilling its own responsibilities unless subsequently expressly
agreed otherwise in writing in particular instances. No broker, investment banker, financial advisor or other person is entitled
to any broker's, finder's, financial advisors or other similar fee or commission in connection with the Transaction or other agreements
contemplated by this MOU.



    	 



    	 



    




 


4PROPRIETARY
RIGHTS; LOANED EQUIPMENT


Each
Party will retain
all right,
title,
and interest
in
and to its own products, technology,
collateral,
inventions,
hardware,
software,
other equipment,
documentation
and data used or generated by
such Party in the performance of this MOU,
including,
with respect to Ultralife,
all off-the-shelf
and customized power solution
technology. Where the Parties
agree that any such items
should be reviewed
loaned or otherwise employed in
any fashion by one Party to or by
the other Party to
facilitate the contemplated collaboration (e.g. items needed
to develop a demonstration system)
then these shall be so reviewed, loaned or otherwise employed without charge,
and ownership of same
shall at all times continue
to reside with the Party which
contributed the said items. The
Party which borrows any items
from the other Party
shall be obliged to exercise all due care
of loaned items while in its possession
or under its control,
and to return said items promptly
upon receipt of written request by the Party which loaned said
items.


 


5  NON-EXCLUSIVITY


Ultralife
and Company acknowledge
and accept that
in the particular
case of promoting
and delivering solutions
in the marketplace
based on the
scope of collaboration described
herein, and
in other more
general areas of commerce,
either Party
may collaborate in any way with other companies or
organizations as long as such
collaboration does not infringe on the rights and ownership issues
of the other Party. Neither
Party hereby forms or has
any intention of
forming an exclusive relationship with
the other Party.


 


6  TERM
& TERMINATION


This
MOU is effective
for twelve (12)
months from the
Effective Date. Either
Party may earlier
terminate this MOU or any p011ion of the
collaboration which is described in this
MOU,
by giving written notice
to the other Pai1y in accordance with Section 9
below. In the event that,
for any reason whatsoever, a
Definitive Agreement is not executed on or prior to
expiration or termination of this MOU,
this MOU shall
become void upon the expiration or termination
date shall be no liability or
further obligation hereunder on the part of either Party (or to the extent
applicable their
respective shareholders, officers, employees
or directors),
except as set
forth in Section 8: Scope of Obligations
and the NDA, which obligations shall continue
for the term stated,
or in the
absence of same,
the applicable
statute of limitations.


 


7CONFIDENTIALITY


The
Parties have executed
a Mutual Non-Disclosure Agreement
dated October 29,
2013 ("NOA
").
The Parties agree that this MOU and all communications between the
Parties and other disclosures in connection


with
the Transaction shall
be covered by
the NOA and
under no circumstances
does this MOU
limit the effect of
the NDA.





8   SCOPE
of OBLIGATIONS


The
intent of
the MOU is
to provide a
common framework of
understanding within which
the Parties can pursue
collaborative
efforts,
and each
may i n its
own discretion
determine the
extent to which
it believes same is to be of mutual benefit. Therefore this document
does not create any binding obligations upon
either Party,
including without limitation,
the execution of
any Definitive Agreement, and
neither Party shall have any liability to the other Patty under this
document,
except
however,
that Company's
minimum purchase
commitment in Section 2,
and Sections 3,
4,
7,
9,
and 10 are
mutually
accepted
as obligatory
upon and binding
between the Parties.


 


9  COMMUNICATION


o                                   
Except to
the extent required
by law,
without the
prior approval
of both
Parties,
neither Party
will make any public announcement
or disclosure concerning this MOU
or the Transaction unless and until
a Definitive Agreement
is concluded,
and at such
time,
the Parties shall reasonably
cooperate with one another regarding any public
announcement, which
cooperation may
be more particularly described in the Definitive Agreement.
If a Party is required by law to make
any such disclosure,
such Party shall
first provide to the other the content of the proposed disclosure (to the extent legally permitted),
the reasons
that such disclosure is required by law,
and the time and place that the disclosure
will be made,
and either
Patty may seek confidential treatment of same. The Patties agree to cooperate
with each other to issue a joint press release regarding the Transaction contemporaneous
with the closing of such Transaction.


 


o                                  
Communication
between the Parties
shall be
conducted primarily through
those named below
or members of their respective organizations
which the under-named nominate
for this purpose. Any notices
given hereunder shall be in
writing and shall be addressed to the intended Party at
the address set
out below or to such other address as shall be
given to the other Party by
notice in compliance with this Section,
and: (i) delivered
in person;
or (ii) mailed by U.S.
certified mail, postage
prepaid , return
receipt requested;
or (iii) forwarded by reputable express courier,
providing written receipt of delivery. 
Notice shall be deemed given when actually delivered or when delivery is refused.



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	Ultralife
    Corporation	Company
    Name
	Contact	Mike
    Morse	George
    Rodriguez
	Job
    Title	OEM
    Account Executive	VP
    Operations
	Address
    	2000
    Technology Parkway; Newark, NY 14513	833
    Birch Street, Lake Elsinore, CA 92530
	Email
    Address	mike.morse@ulbi.com	George.rodriguez@idssolartech.com
	Company
    URL	www.ultralifecorp.com	www.chargeenergystorage.com
	Phone
    #:	503-686-5171	951-814-1231
	Fax
    #:	315-331-7800	951-674-5091


 


10
GENERAL


·                    
The MOU and the Definitive Agreement will be governed by and construed in accordance with the laws of the State of New York. The
Parties will first attempt to resolve any dispute between them amicably and pursuant to good faith negotiations. To the extent
resolution is not reached by such efforts, either Party may submit its claim to the exclusive jurisdiction and venue of a court
of competent jurisdiction located in the State of New York.


·                    
To the extent this MOU constitutes a binding agreement between the Parties, this MOU shall be binding upon and inure to the benefit
of their respective successors, and is the sole agreement of the Parties regarding the subject matter hereof, and supersedes all
prior agreements and understandings, written or oral, between the Parties as to such subject matter.


·                    
Neither Party may assign its rights or obligations under this MOU without the prior written consent of the other Party.


·                    
This MOU may not be amended or supplemented except by written agreement of the Parties hereto.


 


	Agreed
    and Accepted:	
		
	Ultralife
    Corporation:	IDS
    Industries d/b/a Charge! Energy Storage
	/s/
    Steve Szamocki 	/s/
    Scott Plantinga
	Steve
    Szamocki – EVP Global Sales	Scott
    Plantinga – President & CEO


 








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