Exhibit 10.1
ASSIGNMENT AGREEMENT
This Assignment Agreement, dated as of December 14, 2005 (this "Assignment
Agreement"), is between Xxxx & Xxxx Enterprises, LLC, a California limited
liability company ("Xxxx") and Valence Technology, Inc., a Delaware corporation
(the "Company"). Undefined terms have the meaning assigned in the Certificates
(defined below).
RECITALS
The Company has 431 shares of Series C-1 Convertible Preferred Stock
("Series C-1 Stock") outstanding.
The Certificate of Designations for the Series C-1 Stock (the
"Certificate") provides that all of the Series C-1 Stock shall be redeemed on
December 15, 2005.
The Company is not legally able to redeem the Series C-1 Stock at the time
of this Agreement under applicable provisions of the Delaware Corporations Code.
The Company wishes to assign Xxxx its right to purchase the Series C-1
Stock.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. ASSIGNMENT. The Company assigns Xxxx the Company's right to purchase the
Series C-1 Stock required to be redeemed pursuant to the Certificate. Xxxx
agrees that it will purchase such shares for the redemption price provided for
in the Certificate. This Assignment Agreement, and the purchase of Series C-1
Stock pursuant hereto, is not intended to be, and shall not be construed, as a
redemption of Series C-1 Stock by the Company and the Series C-1 Stock will
continue to be outstanding in the hands of Xxxx.
2. CONVERSION PRICE. Notwithstanding any other provision of the
Certificate, the failure of the Company to redeem the Series C-1 Stock shall not
be considered a default under the terms of the Certificate and, specifically:
(a) the Series C-1 Stock shall not accrue Default Interest of 1.5% per month for
the failure to redeem; (b) the Series C-1 Stock shall be convertible at the
lower of (i) the Stated Conversion Price of $4.00 and (ii) the closing price of
the Company's common stock on the Conversion Date; and (c) the Default
Conversion Price shall not be applicable as a result of the failure to redeem;
provided, the conversion price can be no lower than $1.98, the closing bid price
of the Company's common stock on December 13, 2005.
3. GOVERNING LAW. This Assignment Agreement will be governed by the laws of
Texas without giving effect to any choice of law principles that may require the
application of any other laws.
4. AMENDMENTS AND WAIVERS. No amendment, modification, waiver, replacement,
termination, or cancellation of any provision of this Assignment Agreement will
be valid, unless in a writing signed by both parties.
5. COUNTERPARTS. This Assignment Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as
of the date first above written.
VALENCE TECHNOLOGY, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Financial Officer
XXXX & XXXX ENTERPRISES, LLC
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Member
