Item 3.02 Unregistered Sale of Equity Securities.

On June 11, 2009, Berg & Berg Enterprises, LLC ("Berg & Berg") purchased 1,256,281 shares of Valence Technology, Inc. (the "Company") common stock for cash at a price per share of $1.99 for an aggregate purchase price of $2,499,999.19.

The shares were issued in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof. The purchase price per share equaled the closing bid price of our common stock as of June 10, 2009. Under Rule 144 of the Securities Act, these shares are restricted from being traded by Berg & Berg for a period of six months from the date of issuance, unless registered, and thereafter may be traded only in compliance with the volume restrictions imposed by this rule and other applicable restrictions. The managing member of Berg & Berg is Carl E. Berg, who is the Chairman of the Company's Board of Directors and the principal stockholder of the Company.

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