Share Purchase Agreement between Valence Technology, Inc. and Berg & Berg Enterprises, LLC (December 3, 2010)

This letter agreement will confirm the sale, effective as of the date set forth above, by Valence Technology, Inc. (the “Company”) to Berg & Berg Enterprises, LLC (“Berg & Berg”) of one million six hundred sixty six thousand six hundred sixty seven (1,666,667)  shares (the Shares) of the Company’s common stock at a per share price of $1.20, which represents the closing bid price of the Company’s common stock on the NASDAQ Capital Market on December 2, 2010, for aggregate consideration of two million dollars ($2,000,000.00).

This letter also confirms Berg & Berg’s instructions to apply the outstanding principal and interest on the $2,500,000 loan dated October 15, 2010, from Berg & Berg to the Company, to the purchase of shares of the Company. The aggregate of the outstanding principal and interest on December 2, 2010, is $2,511,746.58 which provides a sale of two million ninety three thousand one hundred twenty two (2,093,122) shares of the Company’s common stock at a per share price of $1.20, the closing bid price of the Company’s common stock on the NASDAQ Capital Market on December 2, 2010 .

These Shares were offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).  Berg & Berg understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law.  Berg & Berg is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law; has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law; and has no direct or in direct arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law.  Berg & Berg is an “accredited investor” as defined under Regulation D promulgated under the Securities Act.