Exhibit 10.6


 


Chardan Global Acquisition 2 Corp.

17 State Street, 21st Floor

New York, New York 10004


 


July 23, 2020


 


Chardan Global Investments 2 LLC


17 State Street, 21st Floor


New York, New York 10004


 


RE: Subscription Agreement


 


Ladies and Gentlemen:


 


We are pleased to accept
the offer Chardan Global Investments 2 LLC (the “Subscriber” or “you”) has made to purchase
5,000,000 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”),
of Chardan Global Acquisition 2 Corp., a Delaware corporation (the “Company”). The terms (this “Agreement”)
on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements
regarding such Founder Shares, are as follows:


 


1. Purchase of
Founder Shares. For the sum of $25,000.00 (the “Purchase Price”), which the Company acknowledges receiving
in cash, the Company hereby sells and issues the Founder Shares to the Subscriber, and the Subscriber hereby purchases the Founder
Shares from the Company, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s
execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s
name representing the Founder Shares, or effect such delivery in book-entry form.


 


2. Representations.
Warranties and Agreements.


 


2.1 The Subscriber’s
Representations. Warranties and Agreements. To induce the Company to issue the Founder Shares to the Subscriber, the Subscriber
hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1 No Govermnent
Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Founder Shares.


 


2.1.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3 Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws
of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of the Subscriber, enforceable
against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 






     


     

    

 


2.1.4 Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Founder Shares and (ii) able to bear the economic risk of its investment in the Founder
Shares for an indefinite period of time because the Founder Shares have not been registered under the Securities Act (as defined
below) and therefore cannot be resold unless such transaction is registered under the Securities Act or an exemption from such
registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has
the capacity to protect its own interests. The Subscriber must bear the economic risk of this investment until the Founder Shares
are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption from registration available
with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Founder Shares and to afford
a complete loss of the Subscriber’s investment in the Founder Shares.


 


2.1.5 Access to
Information: Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to
ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the
finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on the
Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence
investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized
to give any information or to make any representations which were not furnished pursuant to this Section 2 and the Subscriber has
not relied on any other representations or information in making its investment decision, whether written or oral, relating to
the Company, its operations or its prospects.


 


2.1.6 Regulation
D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale
contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors”
within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.


 


2.1.7 Investment
Purposes. The Subscriber is purchasing the Founder Shares solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.
The Subscriber did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502 of Regulation D under the Securities Act.


 


2.1.8 Restrictions
on Transfer: Shell Company. The Subscriber understands the Founder Shares are being offered in a transaction not involving
a public offering within the meaning of the Securities Act. The Subscriber understands the Founder Shares will be “restricted
securities” as defined in Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificate or
book entries representing the Founder Shares will contain a legend in respect of such restrictions. If in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Founder Shares, such Founder Shares may be offered, resold, pledged
or otherwise transferred only in accordance with the provisions of Section 3 hereof. The Subscriber agrees that if any transfer
of its Founder Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration under the Securities
Act or an exemption therefrom, the Subscriber agrees not to resell the Founder Shares. The Subscriber further acknowledges that
because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Founder Shares until
at least one year following consummation of the initial business combination of the Company, despite technical compliance with
the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 






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2.1.9 No Governmental
Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate
on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2 Company’s
Representations. Warranties and Agreements. To induce the Subscriber to purchase the Founder Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1 Organization
and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the
failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results
or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


2.2.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company,
(ii) any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which
the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title to
Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Founder Shares will be duly and
validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber
will have or receive good title to the Founder Shares, free and clear of all liens, claims and encumbrances of any kind, other
than (a) transfer restrictions hereunder and other agreements to which the Founder Shares may be subject which have been notified
to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances
imposed due to the actions of the Subscriber.


 


2.2.4 No Adverse
Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which:
(i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or
(ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with
any transactions.


 


3. Restrictions
on Transfer.


 


3.1 Securities Law
Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the
Founder Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable
state securities laws with respect to the Founder Shares proposed to be transferred shall then be effective or (b) the Company
has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such
transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission
thereunder and with all applicable state securities laws.


 






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3.2 Restrictive
Legends. All certificates representing the Founder Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
(IF THE COMPANY SO REQUESTS), IS AVAILABLE.”


 


3.3 Additional Founder
Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of a special dividend
payable in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or
a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Founder Shares
subject to this Section 3 or into which such Founder Shares thereby become convertible shall immediately be subject to this Section
3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number or class of Founder
Shares subject to this Section 3.


 


4. Other Agreements.


 


4.1 Further Assurances.
The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry
out the intent of this Agreement.


 


4.2 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered:
(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 


4.3 Entire Agreement.
This Agreement, together with that certain Insider Letter to be entered into between the Subscriber and the Company and the Registration
Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire agreement
and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral
or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant
or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the
express terms and provisions of this Agreement.


 


4.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 






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4.5 Waivers and
Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by
written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or
not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


4.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


4.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


4.8 Governing Law.
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the
laws of New York applicable to contracts wholly performed within the borders of such state.


 


4.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


4.10 No Waiver of
Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party.
No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the
exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this
Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in
any circumstances without such notice or demand.


 


4.11 Survival of
Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any
investigations made by or on behalf of the parties.


 


4.12 No Broker or
Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any
liability on the other. Each of the parties hereto agrees to indemnify and hold the other harmless from any claim or demand for
commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by
or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 






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4.13 Headings and
Captions. The headings and captions of the various sections of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


4.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


4.15 Construction.
The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any
other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular section unless expressly so limited.
The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance.
If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the
first representation, warranty, or covenant.


 


4.16 Mutual Drafting.
This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


[Signature Page Follows]


 




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If the foregoing accurately
sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	CHARDAN GLOBAL ACQUISITION 2 CORP.
	 	 
	 	By:	/s/ Jonas Grossman
	 	Name: 	Jonas Grossman
	 	Title:	Chief Executive Officer


 


Accepted and agreed this 23rd day of July, 2020.


 


CHARDAN GLOBAL INVESTMENTS 2 LLC


 


	By:	/s/ Jonas Grossman	 
	Name: 	Jonas Grossman	 
	Title:	Managing Member	 


 


 


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