0000950134-07-021642 Sample Contracts

Wm. Smith & Co.
Valence Technology Inc • October 22nd, 2007 • Miscellaneous electrical machinery, equipment & supplies • New York

Valence Technology, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), up to 3,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price no lower than $1.50 per share of Common Stock. This letter agreement confirms our understanding that the Company desires to engage Wm. Smith & Co. as its placement agent (the “Placement Agent”) in connection with such issuance and sale of the Shares.

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