11,000,000 Units Chardan NexTech Acquisition 2 Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2021 • Chardan NexTech Acquisition 2 Corp. • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2021 • Chardan NexTech Acquisition 2 Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of August, 2021, by and among Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • August 13th, 2021 • Chardan NexTech Acquisition 2 Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as August 10, 2021, by and between Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 9th, 2021 • Chardan NexTech Acquisition 2 Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as [●], 2021, by and between Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT dragonfly energy holdings corp.Dragonfly Energy Holdings Corp. • June 21st, 2023 • Miscellaneous electrical machinery, equipment & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dragonfly Energy Holdings Corp., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 13th, 2022 • Chardan NexTech Acquisition 2 Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Second Amended and Restated Warrant Agreement (“Warrant Agreement”) is made as of [●], 2022, by and between Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 3rd, 2021 • Chardan NexTech Acquisition 2 Corp. • Blank checks • New York
This Agreement is made as of [●], 2021 by and between Chardan NexTech Acquisition 2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2022 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2022, is by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”).
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004Chardan NexTech Acquisition 2 Corp. • April 9th, 2021 • Blank checks • New York
In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not the Advisor is an Indemnified Person) the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the other, in connection with the Advisor’ engagement referred to above, subject to the limitation that in no event shall the amount of any the Advisor’s contribution to such Claim exceed the amount of Fee actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to t
Employment AgreementEmployment Agreement • October 11th, 2022 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies • Nevada
This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2022, by and between Denis Phares (the “Executive”) and Dragonfly Energy Corp., a Nevada corporation (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 5th, 2021 • Chardan NexTech Acquisition 2 Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among CHARDAN NEXTECH ACQUISITION 2 CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) DRAGONFLY ENERGY HOLDINGS CORP. WARRANTDragonfly Energy Holdings Corp. • December 29th, 2023 • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT CERTIFIES THAT, for value received ________________, is the registered holder (the “Holder”) of a warrant or warrants (the “Warrant(s)”) and is entitled to purchase up to _____________ fully paid and non-assessable shares of common stock, par value $0.0001 per share (“Shares”), of Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”) at a purchase price per Share (the “Warrant Price”) of $0.01 per share (as adjusted from time to time in accordance with this Warrant). This Warrant is issued in connection with that certain (i) term loan, guarantee and security agreement among Alter Domus (US) LLC, Dragonfly Energy Corp., EICF Agent LLC and the other credit parties signatory thereto (the “Loan Agreement”) and (ii) limited waiver among Alter Domus (US) LLC, Dragonfly Energy Corp., EICF Agent LLC and the other credit parties signatory thereto (the “Limited Waiver”). The Warrant represented by this certificate is referred to herein as the “Warrant Certificate”.
Chardan NexTech Acquisition 2 Corp.Chardan NexTech Acquisition 2 Corp. • August 5th, 2021 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), and three-quarters of one warrant, with each whole warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2024 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
This First Amendment to the First Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 12, 2024 (the “Effective Date”), by and between Dragonfly Energy Holdings Corp. (the “Company”), and Wade Seaburg, an individual (such individual, the “Employee” and such Agreement, the “Amendment”). The Company and the Employee are sometimes referred to herein as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2022 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies • Nevada
This Employment Agreement (the “Agreement”) is made and entered into as of October 11, 2022, by and between John Marchetti (the “Executive”) and Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 13th, 2021 • Chardan NexTech Acquisition 2 Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of August 10, 2021 (“Agreement”), by and among CHARDAN NEXTECH ACQUISITION 2 CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
MULTI-TENANT INDUSTRIAL TRIPLE NET LEASEMulti-Tenant Industrial Triple Net Lease • May 16th, 2022 • Chardan NexTech Acquisition 2 Corp. • Blank checks
This Multi-Tenant Industrial Triple Net Lease (this “Lease”) is made and entered into as of , 2020 (the “Effective Date”), by and between ICON RENO PROPERTY OWNER POOL 3 NEVADA, LLC, a Delaware limited liability company (“Landlord”) and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit A-1 (Outline and Location of Premises), Exhibit A-2 (Outline and Location of Project), Exhibit B (Intentionally Omitted), Exhibit C (Prohibited Use), Exhibit D (Rules and Regulations), Exhibit E (Confirmation Letter, if required), Exhibit F (Requirements for Improvements or Alterations by Tenant), Exhibit G (Hazardous Materials Survey Form), Exhibit H (Move Out Conditions), Exhibit I (Minimum Service Contract Requirements), and Exhibit J (Additional Provisions).
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2024 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies • Nevada
This Employment Agreement (the “Agreement”) is made and entered into as of November 7, 2022, by and between Tyler Bourns (the “Executive”) and Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”).
FOURTH AMENDMENT TO INDUSTRIAL LEASEIndustrial Lease • April 17th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
THIS FOURTH AMENDMENT TO INDUSTRIAL LEASE (this “Fourth Amendment”) is made and entered into as of the 16th day of December, 2020, by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company, successor-in-interest to The Northwestern Mutual Life Insurance Company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”).
SECOND AMENDMENT TO INDUSTRIAL LEASEIndustrial Lease • April 17th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
THIS SECOND AMENDMENT TO INDUSTRIAL LEASE dated July 27, 2020 (this “Second Amendment”), is entered into by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”), with reference to the following:
LIMITED WAIVERLimited Waiver • March 29th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
This LIMITED WAIVER (this “Waiver”) is made as of March 29, 2023, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), the Lenders signatory hereto (the “Required Lenders”), and ALTER DOMUS (US) LLC, as agent on behalf of the Lenders under the Loan Agreement (as hereinafter defined) (in such capacity, the “Agent”).
FIRST AMENDMENT TO INDUSTRIAL LEASEIndustrial Lease • April 17th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
THIS FIRST AMENDMENT TO INDUSTRIAL LEASE dated March 12, 2020 (this “First Amendment”), is entered into by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”), with reference to the following:
PLEDGE AGREEMENTPledge Agreement • October 11th, 2022 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS PLEDGE AGREEMENT (as defined below) is entered into as of October 7, 2022, by and among DRAGONFLY ENERGY HOLDINGS CORP. (f/k/a Chardan NexTech Acquisition 2 Corp.), a Delaware corporation (“Holdings”), and each other entity executing this Agreement from time to time as a “Pledgor” (Holdings, together with such entities, collectively the “Pledgors” and each individually a “Pledgor”) and ALTER DOMUS (US) LLC, as agent (in such capacity, the “Agent”) on behalf of the Secured Parties (as defined below).
CHARDAN NEXTECH ACQUISITION 2 CORP. 17 State Street, Suite 2100 New York, NY 10004 August 10, 2021Chardan NexTech Acquisition 2 Corp. • August 13th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Chardan NexTech Acquisition 2 Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Chardan NexTech Investments 2 LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 17 State Street, 21st Floor, New York, NY 10004 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter unt
FIFTH AMENDMENT TO INDUSTRIAL LEASEIndustrial Lease • April 17th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
THIS FIFTH AMENDMENT TO INDUSTRIAL LEASE (this “Fifth Amendment”) is made and entered into as of the 28th day of January, 2022 by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company, successor-in-interest to The Northwestern Mutual Life Insurance Company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”).
Chardan NexTech Acquisition 2 Corp.Chardan NexTech Acquisition 2 Corp. • August 13th, 2021 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), and three-quarters of one warrant, with each whole warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
♦ INDUSTRIAL LEASE ♦Lease • April 17th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 17th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies • Nevada
This Assignment and Assumption Agreement (the “Agreement”), effective as of January 1, 2022 (the “Effective Date”), is by and between Bourns Productions, Inc., a Nevada corporation (“Seller”), and Dragonfly Energy Corp., a Nevada corporation (“Buyer”).
THIS LEASE is made between Landlord and Tenant as of the Effective Date below.Lease • May 16th, 2022 • Chardan NexTech Acquisition 2 Corp. • Blank checks • Nevada
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies • Nevada
This First Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of February 24, 2023, amending and restated that Employment Agreement dated October 11, 2022, by and between John Marchetti (the “Executive”) and Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”).
THIRD AMENDMENT TO INDUSTRIAL LEASEIndustrial Lease • April 17th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
THIS THIRD AMENDMENT TO INDUSTRIAL LEASE dated 8/26/2020, 2020 (this “Third Amendment”), is entered into by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”), with reference to the following:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2021 • Chardan NexTech Acquisition 2 Corp. • Blank checks • New York
This Agreement is made as of August 10, 2021 by and between Chardan NexTech Acquisition 2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENTAssignment and Assumption of Lease Agreement • April 17th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
FOR VALUE RECEIVED, Bourns Productions, Inc., a Nevada corporation (“Assignor”) hereby assigns, conveys, transfers, and sets over to Dragonfly Energy Corp., a Nevada corporation (“Assignee”), its successors and assigns, all of Assignor’s right, title, and interest in, to, and under that certain Commercial Lease dated as of September 4, 2015 (as amended, the “Lease”) made by and between Los Angeles 1nm & Steel Company, as successor in interest to Meiser Enterprises, as landlord, (“Landlord”) and Assignor, as tenant. covering Suite 3 in the property located at 320 Western Road, Reno, Nevada 89506, together with all options, rights, contracts, licenses, permits, deposits, and profits appurtenant to or related to the Lease. This Assignment and Assumption of Lease Agreement is subject to the terms and conditions of that certain Asset Purchase Agreement dated January 1, 2022 between Bourns Productions, Inc. and Dragonfly, Energy Corp. (the “Purchase Agreement”).
INDUSTRIAL SPACE LEASE COTTONMILL PROPERTIES, LLC, a California limited liability company and MARLENE THIER, as trustee of the Thier Family Trust, as tenants in common, collectively, Landlord and DRAGONFLY ENERGY CORP., a Nevada corporation, Tenant...Industrial Space Lease • April 16th, 2024 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies
THIS LEASE (“Lease”), dated April 12, 2024, is made by and between COTTONMILL PROPERTIES, LLC, a California limited liability company, and MARLENE THIER, as trustee of the Thier Family Trust, as tenants in common (collectively, “Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”).
PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 5th, 2022 • Chardan NexTech Acquisition 2 Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Amendment No. 1 (this “Amendment”), dated as of August 5, 2022, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Chardan NexTech Acquisition 2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
