X0202 4 2008-02-21 0 0000885551 VALENCE TECHNOLOGY INC VLNC 0000901719 BERG CARL E C/O BERG & BERG DEVELOPERS 10050 BANDLEY DR CUPERTINO CA 95014 1 0 1 0 COMMON STOCK 2008-02-21 4 P 0 0 A 26821198 D COMMON STOCK 23415720 D COMMON STOCK 1969506 D THESE SECURITIES ARE OWNED BY BERG & BERG ENTERPRISES, LLC ("BB"), A MEMBER OF THE REPORTING GROUP. THE DESIGNATED BENEFICIAL OWNER DISCLAIMS BENEFICIAL OWNERSHIP EXCEPT TO THE EXTENT OF THEIR RESPECTIVE PECUNIARY INTERESTS THEREIN. THESE SECURITIES ARE OWNED BY WEST COAST VENTURE CAPITAL, INC. ("WCVC"), A MEMBER OF THE REPORTING GROUP. THE DESIGNATED BENEFICIAL OWNER DISCLAIMS BENEFICIAL OWNERSHIP EXCEPT TO THE EXTENT OF THEIR RESPECTIVE PECUNIARY INTERESTS THEREIN. THESE SECURITIES ARE OWNED BY CARL E. BERG, THE DESIGNATED BENEFICIAL OWNER FOR THE REPORTING GROUP. THE DESIGNATED BENEFICIAL OWNER DISCLAIMS BENEFICIAL OWNERSHIP EXCEPT TO THE EXTENT OF HIS RESPECTIVE PECUNIARY INTERESTS THEREIN. PURSUANT TO A LETTER AGREEMENT DATED FEBRUARY 21, 2008 BY AND BETWEEN BB AND VALENCE TECHNOLOGY, INC. (THE "COMPANY"), BB AGREED TO PURCHASE $1.0 MILLION OF THE COMPANY'S COMMON STOCK AT A PRICE TO BE DETERMINED BASED ON THE COMMON STOCK'S CLOSING BID ON FEBRUARY 27, 2008. AS SUCH, THE (I) AMOUNT OF SECURITIES ACQUIRED; (II) THE PRICE; AND (III) THE AMOUNT OF SECURITIES OWNED FOLLOWING THIS REPORTED TRANSACTION CANNOT BE KNOWN UNTIL FEBRUARY 27, 2008. FOLLOWING THIS DATE, AN AMENDMENT TO THIS FORM 4 WILL BE FILED TO INCLUDE THIS INFORMATION. CARL E. BERG, AS AN INDIVIDUAL, AS MANAGER OF BB, AND AS PRES. OF WCVC 2008-02-25