Stock Purchase Agreement between Valence Technology, Inc. and Ridgeway Investment Limited dated November 29, 1999

Summary

Valence Technology, Inc. and Ridgeway Investment Limited have entered into an agreement for Ridgeway to purchase 595,889 shares of Valence's common stock for $3,500,000. The shares are registered under U.S. securities law, and Valence has applied to list them on the NASDAQ National Market. The agreement is governed by New York law and allows for signatures by fax. Both parties have agreed to the terms as of November 29, 1999.

EX-4.6 3 0003.txt STOCK PURCHASE AGREEMENT November 29, 1999 Anthony L. M. Inder Rieden Ridgeway Investment Limited Charlotte House, Charlotte Street P.O. Box N 9204 Nassau, Bahamas Fax ###-###-#### Dear Anthony: This letter sets forth the agreement of Ridgeway Investment Limited (the "Purchaser") and Valence Technology, Inc. (the "Company") regarding the purchase by the Purchaser from the Company of the Company's common stock (the "Common Stock") on the date hereof. The parties agree as follows: 1. This agreement relates to the purchase by the Purchaser of 595,889 shares of the Company's Common Stock for an aggregate purchase price of $3,500,000.00 (three million five hundred thousand and 00/100 US dollars), which purchase is being settled by the parties on the date hereof. 2. The Company represents and warrants that (a) the shares of Common Stock issued by the Company to the Purchaser have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-3, Commission File Number 333-76589 (the "Registration Statement"); and (b) the Company has filed a prospectus supplement to the Registration Statement in connection with the transaction. 3. The Company has filed with the NASDAQ National Market an application for the listing of the shares of Common Stock to be purchased hereby. 4. The Company will promptly notify the Purchaser of (a) any stop order or other suspension of the effectiveness of the Registration Statement and (b) the happening of any event as a result of which the prospectus included in the Registration Statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 5. This agreement and the legal relations between the parties hereto with respect to any purchase of Common Stock by the Purchaser hereunder shall be governed and construed in accordance with the substantive laws of the State of New York without giving effect to the conflicts of law principles thereunder. 6. Delivery of an executed copy of a signature page to this agreement by facsimile transmission shall be effective as delivery of a manually executed copy of this agreement shall be effective and enforceable as the original. Please execute a copy of this letter which, when executed by the Purchaser, will constitute an agreement between the Company and the Purchaser. Very truly yours, COMPANY VALENCE TECHNOLOGY, INC. By: /S/ JAY L. KING ---------------------------- Name: Jay L. King Title: Vice President & Chief Financial Officer AGREED TO: PURCHASER: RIDGEWAY INVESTMENT LIMITED By: /S/ ANTHONY L.M. INDER RIEDEN ------------------------------------ Name: Anthony L.M. Inder Rieden Title: Director