VALENCE TECHNOLOGY (VLNC) Message Board

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Technology Stocks : VALENCE TECHNOLOGY (VLNC)

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To: John Curtis who wrote (6156)	12/21/1998 2:32:00 PM
From: Bruce A. Thompson	Read Replies (1) of 27311

Conversion info from the 8K 4.8 WAIVER OF RIGHT TO VARIABLE PRICING. Purchaser covenants and agrees not to convert any shares of Series A Preferred Stock on any date in which the Variable Conversion Price is less than the Fixed Conversion Price (as such terms are defined in the Series A Certificate of Designation) unless Purchaser shall deliver to the Company, as a contribution to the capital of the Company, that number of shares of Common Stock received upon such conversion as shall exceed the number of shares of Common Stock that would have been issued upon such conversion if the applicable Conversion Price on such date would have been the Fixed Conversion Price (as defined in the Series A Certificate of Designation). Purchaser hereby irrevocably authorizes the Company to reject any conversion notices for shares of Series A Preferred Stock that result in a conversion at a Variable Conversion Price below the Fixed Conversion Price unless concurrently with such conversion the Company receives from Purchaser the capital contribution specified in the foregoing sentence.

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