Exhibit 10.18


 


Dragonfly Energy Corp, Inc.


Employment
Agreement for Chief Financial Officer


 


This
AGREEMENT, made and entered into as of AUG 17, 2021 by and between Dragonfly Energy Corp, a Nevada corporation (together with
its successors and assigns permitted under this Agreement, the "Company"), and John Marchetti (the "Executive" or
the "Employee").


 


W I T N E S S E T
H :


 


WHEREAS, the Company desires to employ
the Executive pursuant to an agreement embodying the terms of such employment (this "Agreement") and the Executive desires to
enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement;


 


NOW, THEREFORE, in consideration of
the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged,
the Company and the Executive (individually a Party and together the Parties) agree as follows:


 


1.         Definitions.


 


(a)       
Dragonfly Energy Corp 2019 Stock Incentive Plan shall have the meaning set forth in SECTION 6 below.


 


 (b)        Base Salary shall have the meaning set forth in SECTION 4 below.




 


(c)        Board shall
mean the Board of Directors of the Company.


 


(d)       Cause shall
have the meaning set forth in SECTION 10(b) below.


 


(e)       Change in Control shall be deemed
to have occurred as of the first day that any one or more of the following conditions is satisfied:


 


(i) Any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), other than the Company, any subsidiary
of the Company, the Executive, or any of their respective Affiliates (each, an Affiliated Entity), becomes the beneficial owner (as
that term is defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing 50% or more of the combined
voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of directors;


 


(ii) any one of the following occurs: (A)
any merger or consolidation of the Company with or into another entity (other than an Affiliated Entity), except a merger or
consolidation (x) in which persons who were stockholders of the Company immediately prior to the merger or consolidation own,
immediately thereafter, directly or indirectly, more than 20% of the combined voting power ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election of directors of the continuing or surviving entity or
(y) in which the directors of the Company immediately prior to such merger or consolidation would, immediately thereafter,
constitute at least a majority of the directors of the continuing or surviving entity; (B) any sale, exchange, lease, transfer or
other disposition (in a single transaction or a series of related transactions) of all or substantially all of the assets of the
Company on a consolidated basis to any person or group other than an Affiliated Entity; or (C) any complete liquidation or
dissolution of the Company; or


 






     


     


    

 


(iii) individuals who, during any period of 12 consecutive
months, are members of the Board of Directors of the Company at the beginning of such period (the Existing Directors), cease, for any
reason, to constitute a majority of the number of directors of the Company as determined in the manner prescribed in the Company’s
Certificate of Incorporation and Bylaws; provided, however, that if the election or nomination for election of any new director was approved
by a vote of at least 50% of the Existing Directors, such new director shall be considered an Existing Director.


 


(f)       
Confidential Information shall have the meaning set forth in SECTION 11 below.


 


(g)      
Constructive Termination Without Cause shall have the meaning set forth in SECTION 10(C) below.


 


(h)      
Effective Date shall have the meaning set forth in SECTION 2 below.


 


(i)        MIP shall have the meaning set forth in SECTION 5 below.


 


(j)       
Restriction Period shall have the meaning set forth in SECTION 12 below.


 


(k)      
Severance Period shall have the meaning set forth in SECTION 10(C)(II) below.


 


(l)       
Subsidiary shall have the meaning set forth in SECTION 11 below.


 


(m)     
Term of Employment shall have the meaning set forth in SECTION 2 below.


 


(n)      
Termination Without Cause shall have the meaning set forth in SECTION 10(C) below.


 


2.        
Term of Employment.


 


(a) The term
of the Executive’s employment under this Agreement shall commence on August____, 2021 (the “Effective Date”) and end
on the third anniversary of such date, unless Executive’s employment ceases earlier pursuant to the terms of this Agreement (the
Term of Employment).


 


(b)  Notwithstanding anything in this
Agreement to the contrary, at least 90 days prior to the expiration of the Term of Employment, the Parties shall meet to discuss this
Agreement and attempt to negotiate a mutually acceptable new employment agreement or amendment to this Agreement, governing the period
subsequent to the Term of Employment. Nothing in this SUBPARAGRAPH 2(B) shall obligate Company or Executive to enter into a new employment
agreement or an amendment of this Agreement.


 


3.         
Position, Duties and Responsibilities.


 


(a) Generally. Executive shall serve as President of the
Company’s Chief Financial Officer reporting to the Company’s Chief Executive Officer at the Company’s office
located at 1190 Trademark Dr Suite 108, Reno, NV 89521. Executive shall have and perform such duties, responsibilities, and
authorities as shall be reasonably assigned by the Company from time to time and as are consistent with the above-mentioned
position, which may be modified as the Company and Executive deem necessary in their reasonable discretion. Executive shall devote
substantially all of Executive’s business time and attention (except for periods of vacation or absence due to illness), and
Executive’s best efforts, abilities, experience, and talent to Executive’s position and the businesses of the Company in
accordance with all Company policies.


 






     


     


    

 


(b) Other Activities. Anything herein to the contrary
notwithstanding, nothing in this Agreement shall preclude the Executive from (i) engaging in reasonable charitable activities and community
affairs and (ii) managing Executive’s personal investments and affairs, provided that such activities do not materially interfere
with the proper performance of Executive’s duties and responsibilities under this Agreement and not otherwise detrimental to the
interests of the Company. Unless approved in writing by the Board of the Company, such approval not to be unreasonably withheld, the Executive
may not serve on the board of directors of any corporation or the board of any association and/or charitable organization.


 


4.        Base Salary.


 


The Executive shall be paid an annualized salary, payable
in accordance with the regular payroll practices of the Company, of not less than $300,000 annually, less applicable withholdings, subject
to annual review thereafter at the start of each fiscal year for increase at the discretion of the Compensation Committee of the Board
(“Base Salary”). Executive’s first annual review is expected to occur on or about August 1, 2022. Base Salary at any
time shall not be reduced by more than ten percent (10%).


 


5.       
Annual Incentive Awards.


 


 (a) Subject to the terms and conditions of the plan that shall govern eligibility and participation, Executive shall participate in the Company’s Management Inventive Plan each year during the Term of Employment (the MIP) with a target annual incentive award opportunity of no less than $75,000 each quarter. Payment of quarterly incentive awards shall be made at the same time that other participants in the MIP receive their incentive awards.




 


 6.         Long-Term Stock Incentive Programs.




 


(b) General/Options. Subject to the terms and
conditions of the Dragonfly Energy Corp, Inc. 2019 Stock Incentive Plan governing eligibility and participation, Executive shall be eligible
to participate in and to receive stock incentive awards under the 2019 Stock Incentive Plan and any successor plan. Executive shall also
receive an initial stock option grant of 200,000 stock options at an exercise price equal
to the most recent 409A Valuation on the day of the Effective Date. Such stock options shall vest in four equal installments on each
of the 1st, 2nd, 3rd and 4th anniversaries of the Effective Date.




 


 7.         Employee Benefit Programs; Relocation.




 


(c) During the Term of Employment, the
Executive shall be entitled to participate in such employee pension and welfare benefit plans and programs of the Company as are
made available to the Company’s employees generally, as such plans or programs may be in effect or modified from time to time,
including, without limitation, health, medical, dental, long-term disability, life insurance, 401(k) with Company match and employee
discounts. Executive will be eligible for four (4) weeks paid vacation as well as Company observed holidays, five (5) sick days and
three (3)  personal days in accordance with Company policy. The terms of the Company’s official plan documents shall
govern the terms of Executive’s eligibility and participation in Company’s benefit plans.


 






     


     


    

 


8.         
Disability.


 


(a)  During the Term of Employment, and subject
to the terms and conditions on eligibility and participation as set forth in the Company’s Long-Term Disability Plan documents,
the Executive shall be entitled to disability coverage as described in this SECTION 8(A). In the event the Executive becomes disabled,
as that term is currently defined under the Company’s LONG-TERM DISABILITY PLAN the Executive shall be entitled to receive benefits
pursuant to the Company’s LONG-TERM DISABILITY PLAN, in place of Executive’s Base Salary and any other employee benefits other
than for disabled employees in an amount pursuant to the Company’s LONG-TERM DISABILITY PLAN in effect at the commencement date
of the disability (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s
attainment of age 65. If (i) the Executive ceases to be disabled (as determined in accordance with the terms of the LONG-TERM DISABILITY
PLAN) during the Term of Employment, (ii) Executive’s position or another senior executive position is then vacant and (iii) the
Company requests in writing that Executive resume such position, Executive may elect to resume such position by written notice to the
Company within 15 days after the Company delivers its request. If Executive resumes such position, Executive shall thereafter be entitled
to Executive’s Base Salary at the annual rate in effect at the Commencement Date and, for the year Executive resumes Executive’s
position, a pro rata annual incentive award and to participate in any other employee benefit programs outlined in SECTION 6 AND 7 of this
Agreement that are then in effect. If Executive ceases to be disabled and does not resume Executive’s position in accordance with
the preceding sentence, Executive shall be treated as if Executive voluntarily terminated Executive’s employment pursuant to SECTION
10(E) as of the date the Executive ceases to be disabled. If the Executive is not offered Executive’s position or another executive
position after Executive ceases to be disabled during the Term of Employment, Executive shall be treated as if Executive’s employment
was terminated without Cause pursuant to SECTION 10(C) as of the date the Executive ceases to be disabled.


 


(b)  Subject to the applicable plan
documents, during the period the Executive is receiving disability benefits pursuant to SECTION 8(a) above, Executive shall continue to
be treated as an employee for purposes of all employee benefits and entitlements in which Executive was participating on the Commencement
Date, including without limitation, the benefits and entitlements referred to in SECTIONS 6 AND 7 above, except that the Executive shall
not be entitled to receive any annual salary increases or any new stock incentive awards following the Commencement Date.


 


9.        
Reimbursement of Business and Other Expenses.


 


The Executive is authorized to incur reasonable
expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse
Executive for all business expenses incurred in connection therewith, subject to documentation in accordance with the Company’s
travel and expense reimbursement policy.


 






     


     


    

 


 10.       Termination of Employment.




 


(a)  Termination Due to Death. In the
event the Executive’s employment with the Company is terminated due to Executive’s death, Executive’s estate or Executive’s
beneficiaries, as the case may be, shall be entitled to and their sole contractual remedies under this Agreement shall be:


 


(i)  Base
Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive’s death;


 


(ii)  the right to exercise all
outstanding stock options that are vested as of the date of death for a period of one year following death or for the remainder of the
exercise period, if less;


 


(iii)  the
restrictions shall lapse on all shares of restricted stock awarded where restrictions have not yet lapsed; and


 


(iv)  other
or additional benefits then due or earned in accordance with applicable plans and programs of the Company.


 


(b)  Termination
by the Company for Cause.


 


(i)  “Cause”
shall mean:


 


(A)  Executive’s conviction
of, entrance of a plea of guilty or nolo contendere to, a felony unless the Executive’s conduct is so plainly severe or the threat
to the Company’s reputation that in the Company’s reasonable business judgment requires the Company to terminate the Executive
immediately in its reasonable discretion or business judgment; or


 


(B)  fraudulent
conduct by Executive in connection with the business affairs of the Company; or


 


(C)  theft, embezzlement, or other
criminal misappropriation of funds by Executive from the Company (other than good faith expense account disputes); or


 


(D)  Executive’s
willful misconduct, which has, or would if generally known, material adversely affect the goodwill, business, or reputation of the Company;
or


 


(E)  Executive’s material
breach of this Agreement that is not cured within fifteen (15) days of receipt of written notice from the Company detailing such alleged
material breach.


 


For purposes of this Agreement, an act or failure to act on
Executive’s part shall be considered “willful” if it was done or omitted to be done by Executive not in good faith,
and shall not include any act or failure to act resulting from any incapacity of Executive.


 






     


     


    

 


(ii) In the event
the Company terminates the Executive’s employment for Cause, Executive shall be entitled to and Executive’s sole remedies
under this Agreement shall be:


 


(A)  Base Salary through the date
of the termination of Executive’s employment for Cause, which shall be paid in a single lump sum not later than 15 days following
the Executive’s termination of employment; and


 


(B)  other
or additional benefits, to the extent then due or earned in accordance with applicable plans or programs of the Company.


 


(c)  Termination Without Cause or Constructive
Termination Without Cause. In the event the Executive’s employment with the Company is terminated without Cause (which termination
shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to death, or in the event
there is a Constructive Termination Without Cause (as defined below), the Executive shall be entitled to and Executive’s sole remedies
under this Agreement shall be:


 


(i)  Base Salary through the date
of termination of the Executive’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive’s
termination of employment;


 


(ii)  Base Salary, at the annualized
rate in effect immediately prior to the date of communication (verbal or otherwise) from Company to Executive of termination of the Executive’s
employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary
in effect immediately prior to such reduction), for a period of 6 months following such termination to be paid, less applicable withholdings,
in accordance with the Company’s standard payroll cycle (the Initial Severance Period ) to the extent that such payment is non-qualified
deferred compensation as defined in Code Section 409A (as defined below) such payments to commence on the sixtieth (60th) day following
the Executive’s termination of employment; provided that if and only if for the seventh (7th) month through the end of the twelfth
(12th) month after termination or the portion thereof that Executive does not engage in Competition with the Company as defined in SECTION
12 below (the “Secondary Severance Period”), then Executive shall receive Base Salary for the Secondary Severance Period in
the same manner as paid for the Initial Severance Period; provided further that the salary continuation payment under this Section 10(c)(ii)
shall be in lieu of any salary continuation arrangements under any other severance program of the Company or any other agreement between
the Executive and the Company;


 


(iii)  (A) all unvested stock
options shall vest as of the date of termination and (B) the right to exercise all outstanding stock options that are vested as of the
date of termination during the 90-day period following termination or for the remainder of the exercise period, if less;


 


(iv)  continued participation in
all medical, and dental plans at the same benefit and rate level at which Executive was participating on the date of the termination of
Executive’s employment, subject to the terms and conditions of the official plan documents, until the and the end of the Severance
Period with the continuation under this section being provided through COBRA;


 






     


     


    

 


(v)  if
the termination occurs within seven (7) days of the payment of a quarterly bonus, the MIP Payment to be paid in a single lump sum not
later than fifteen (15) days after termination; and


 


(vi)  other
or additional benefits then due or earned in accordance with applicable plans and programs of the Company.


 


“Termination Without Cause” shall mean the Executive’s
employment is terminated by the Company for any reason other than Cause (as defined in SECTION 10 (B)) or due to death.


 


“Constructive Termination Without Cause” shall
mean a termination of the Executive’s employment at Executive’s initiative as provided in this SECTION 10(C) following the
occurrence, without the Executive’s written consent, of one or more of the following events (except as a result of a prior termination):


 


(A)   a
material diminution in Executive’s authority, duties or job responsibilities;


 


(B)  a material
diminution in annual Base Salary; or


 


(C)  a change in the
geographic location in which the Executive performs the functions set forth in SECTION 3(A) above by more than 50 miles from 1190 Trademark
Dr Suite 108, Reno, NV 89521; or


 


(D)  a failure by the Company to perform
any material obligation under, or breach by the Company of any material provision of, this Agreement that is not cured within 30 days
of receipt of written notice from Executive, including, but not limited to, the provisions of SECTIONS 3(A) AND 5(A) and the last sentence
of SECTION 4.


 


The Executive must provide notice to the Company of the condition
described in (A), (B), (C) or (D) above within a period not to exceed 120 days of the initial existence of the condition, upon the
notice of which the Company shall be provided 30 days during which it may remedy the condition and not be required to pay any amount
pursuant to SECTION 10(C). In addition, the Executive must terminate employment with the Company within 120 days after the initial
existence of the condition.


 


(d) Change in Control. In the event the Executive’s employment
with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written
notice to the Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined above),
in either case within one (1) year following a Change in Control, the Executive shall be entitled to and Executive’s sole remedies
under this Agreement shall be:


 


(i)   Base Salary through the date
of termination of the Executive’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive’s
termination of employment;


 


(ii)
Base Salary, at the annualized rate in effect immediately prior to the date of communication (verbal or otherwise) from Company to
Executive of termination of the Executive’s employment (or in the event a reduction in Base Salary is the basis for a
Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 6
months following such termination to be paid, less applicable withholdings, in accordance with the Company’s standard payroll
cycle (the Initial SECTION 10 (D) Severance Period ); provided that if and only if for the Secondary Severance Period Executive does
not engage in Competition with the Company as defined in Section 12 below, then Executive shall receive Base Salary for the
Secondary Severance Period in the same manner as paid for the Initial SECTION 10(D) Severance Period; provided further that the
salary continuation payment under this SECTION 10(D)(II) shall be in lieu of any salary continuation arrangements under any other
severance program of the Company or any other agreement between the Executive and the Company;


 






     


     


    

 


(iii)  (A) all unvested options
shall vest as of the date of termination; and (B) the right to exercise all outstanding stock options that are vested as of the date of
termination during the ninety (90) day period following termination or for the remainder of the exercise period if less;


 


(iv)  continued participation
in all medical, and dental plans at the same benefit and rate level at which Executive was participating on the date of the termination
of Executive’s employment, subject to the terms and conditions of the official plan documents, until the end of the Section 10 (d)
Severance Period with the continuation under this section being provided through COBRA;


 


(v)  if the
termination occurs within seven (7) days prior to an MIP Payment to be paid in a single lump sum not later than fifteen (15) days after
termination; and


 


(vi)  other
or additional benefits then due or earned in accordance with applicable plans and programs of the Company.


 


(e)  Voluntary
Termination.


 


(i)  In the event of a termination
of employment by the Executive on Executive’s own initiative after delivery of 60 days advance written notice, other than a termination
due to death or Constructive Termination Without Cause, the Executive shall have the same entitlements as provided in SECTION 10(B)(II)
above for a termination for Cause. Notwithstanding any implication to the contrary, the Executive shall not have the right to terminate
Executive’s employment with the Company during the Term of Employment except in the event of a Constructive Termination Without
Cause. Any voluntary termination of employment during the Term of Employment shall entitle the Executive to the same entitlements as provided
in SECTION 10(B)(II) above for a termination for Cause. In the event the Executive becomes disabled, as that term is defined under the
Company’s Long Term Disability Plan, the Executive’s termination of employment shall be governed by the terms of SECTION 8
of this Agreement.


 


(f)  No Mitigation; No Offset. In the
event of any termination of employment under this Section 10, the Executive shall not be obligated to seek other employment; amounts due
the Executive under this Agreement shall not be offset by any remuneration attributable to any subsequent employment that Executive may
obtain.


 


(g)   Nature of Payments.
Any amounts due under this SECTION 10 are in the nature of severance payments considered to be reasonable by the Company and are not in
the nature of a penalty.


 






     


     


    

 


(h)  Exclusivity of Severance Payments;
Remedies Under this Agreement. Upon termination of the Executive’s employment during the Term of Employment, other than amounts
due as provided in this SECTION 10, Executive shall not be entitled to any severance payments or severance benefits from the Company.
Should Executive accept such severance payments, such payment shall be in lieu of any payments by the Company on account of any claim
by Executive of wrongful termination, including, but not limited to, claims under any federal, state or local human and civil rights or
labor laws. The parties agree that the phrase “sole remedies under this Agreement” as used in this Agreement does not include
any statutory or common law remedies as to which Executive is be entitled to pursue provided Executive does not accept any payment under
this SECTION 10.


 


(i)  Release of Employment Claims. The
Executive agrees, as a condition to receipt of the termination payments and benefits provided for in this SECTION 10, that Executive will
execute (and not revoke) a release agreement within the time period required by the Company and applicable law, in a form reasonably satisfactory
to the Company and the Executive, releasing any and all claims arising out of the Executive’s employment (other than enforcement
of this Agreement).


 


11.       Confidentiality; Cooperation
with Regard to Litigation.


 


(a)  During the Term of Employment and
thereafter, the Executive shall not, without the prior written consent of the Company, disclose to anyone or make use of any Confidential
Information, except when required to do so in the normal course of conducting business on behalf of the Company, by legal process, by
any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including
a committee thereof) that requires Executive to divulge, disclose or make accessible such information. In the event that the Executive
is so ordered, Executive shall give prompt prior written notice to the Company in order to allow the Company the opportunity to object
to or otherwise resist such order and consents and will not object to the Company’s standing to consent or seek protection relating
to any such order.


 


(b)  During the Term of Employment and
thereafter, Executive shall not disclose the existence or contents of this Agreement beyond what is disclosed in the proxy statement or
documents filed with the government unless and to the extent such disclosure is required by law, by a governmental agency, or in a document
required by law to be filed with a governmental agency or in connection with enforcement of her rights under this Agreement. In the event
that disclosure is so required, the Executive shall give prompt prior written notice to the Company in order to allow the Company the
opportunity to object to or otherwise resist such requirement. This restriction shall not apply to such disclosure by Executive to members
of Executive’s immediate family, Executive’s tax, legal or financial advisors, any lender or tax authorities or to potential
future employers to the extent necessary, each of whom shall be advised not to disclose such information. Similarly, Executive acknowledges
that the Company shall have the right to advise potential or actual future employers of Executive of her post-employment obligations under
this Agreement.


 


(c)  “Confidential
Information” shall mean all information that is not known or available to the public concerning the business of the Company or
any Subsidiary relating to any of their products, product development, designs, costing, marketing plans and strategies, expansion
plans and strategies, trade secrets, customers, suppliers, finances, and business plans and strategies. For this purpose,
information known or available generally within the trade or industry of the Company or any Subsidiary shall be deemed to be known
or available to the public. Confidential Information shall include information that is, or becomes, known to the public as a result
of a breach by the Executive of the provisions of Section 11(a) above.


 






     


     


    

 


(d)  “Subsidiary”
shall mean any corporation controlled directly or indirectly by the Company and any affiliate of the Company.


 


(e)   At any time during the Term
of Employment when requested by the Company, or immediately upon Executive’s cessation of employment with the Company, Executive
shall return all Company property to the Company, including, without limitation all Company issued computers, laptops, PDAs, Blackberries
or other Company property or Confidential Information.


 


(f)  The Executive agrees to cooperate
with the Company, during the Term of Employment and thereafter (including following the Executive’s termination of employment for
any reason), by making herself available to testify on behalf of the Company or any Subsidiary or affiliate of the Company, in any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any Subsidiary or affiliate
of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives
or counsel, or representatives or counsel to the Company, or any Subsidiary or affiliate of the Company, requesting Executive’s
provision of testimony or assistance. Notwithstanding anything to the contrary herein, Executive shall only be obligated to comply with
this SECTION 11(F) if such cooperation or assistance does not materially interfere with her professional or personal obligations and the
Company secures at its own cost, reasonable travel and lodging expenses to be incurred by Executive in providing such cooperation and
assistance.


 


12.       Non-competition.


 


(a)   During the Restriction Period (as
defined in SECTION 12(B) below) and in consideration for any payments pursuant to SECTION 10, the Executive shall not engage in Competition
with the Company or any Subsidiary. “Competition” shall mean engaging in any activity, except as provided below, for a Competitor
of the Company or any Subsidiary, whether as an employee, consultant, principal, agent, officer, director, partner, shareholder (except
as a less than one percent shareholder of a publicly traded company) or otherwise. A “Competitor” shall mean any other lithium
battery manufacturer or retailer which principally markets or sells in the United States (a “Competitive Business”). If the
Executive commences employment or becomes a consultant, principal, agent, officer, director, partner, or shareholder of any entity that
is not a Competitor at the time the Executive initially becomes employed or becomes a consultant, principal, agent, officer, director,
partner, or shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (x) such
activities were contemplated at the time the Executive initially became employed or becomes a consultant, principal, agent, officer, director,
partner, or shareholder of the entity (and the contemplation of such activities was known to the Executive) or (y) the Executive commences
directly or indirectly overseeing or managing the activities which are competitive with the activities of the Company or Subsidiary.


 


(b)  For the purposes of this SECTION
12 and SECTION 13 below, “Restriction Period” shall mean the period beginning with the Effective Date and ending twelve (12)
months after termination.


 






     


     


    

 


 13.       Non-solicitation




 


(a)  Employees. During the Restriction
Period, Executive shall not induce and/or solicit employees of the Company or any Subsidiary to terminate their employment. During the
portion of the Restriction Period following the termination of the Executive’s employment, the Executive shall not directly or indirectly
hire any employee of the Company or any Subsidiary or any person who was employed by the Company or any Subsidiary within 180 days of
such hiring.


 


(b)  Vendors/Business Partners. Executive
promises and agrees that during the Restriction Period, Executive will not influence or attempt to influence vendors, or business partners
of the Company or any of its present or future subsidiaries, either directly or indirectly, to divert from the Company their business
to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary
or the Company.


 


14.       
Remedies.


 


In addition to whatever other rights and remedies the Company
may have at equity or in law, if the Executive breaches any of the provisions contained in SECTIONS 11, 12 OR 13 above or any other obligations
of Executive to the Company under this Agreement, the Company (a) shall have the right to immediately terminate all payments and benefits
due under this Agreement (b) shall have the right to seek injunctive relief without the necessity for posting a bond and (c) shall have
the right to seek attorneys’ fees and costs associated with enforcing its rights under this Agreement. The Executive acknowledges
that such a breach would cause irreparable injury and that money damages would not provide an adequate remedy for the Company and that
the Company retains its rights to seek all other available relief in addition to the relief set forth in this Section.


 


15.        Resolution of
Disputes.


 


Any disputes arising under or in connection with this Agreement
shall be submitted to the federal or state courts in the State of Nevada, Washoe County. Pending the resolution of any court proceeding,
the Company shall continue payment of all amounts and benefits due the Executive under this Agreement.


 


16.      
Indemnification.


 


(a)  Company Indemnity. The Company agrees
that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Executive is or was a director,
officer or employee of the Company or any Subsidiary or is or was serving at the request of the Company or any Subsidiary as a
director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s
alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be
defended in the first instance at the Company’s sole cost and expense, indemnified and held harmless by the Company to the
fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the
Company’s Board of Directors or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and
loss (including, without limitation, attorney s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall
continue as to the Executive even if Executive has ceased to be a director, member, officer, employee or agent of the Company or
other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators.


 






     


     


    

 


(b)  No Presumption Regarding Standard
of Conduct. Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made
a determination prior to the commencement of any proceeding concerning payment of amounts claimed by the Executive under Section 16(a)
above that indemnification of the Executive is proper because Executive has met the applicable standard of conduct, nor a determination
by the Company (including its board of directors, independent legal counsel or stockholders) that the Executive has not met such applicable
standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct.


 


(c)  Liability Insurance. The Company
agrees to continue and maintain a directors and officers liability insurance policy covering the Executive to the extent the Company provides
such coverage for its other executive officers.


 


17.       Effect of Agreement
on Other Benefits.


 


Except as specifically provided in this
Agreement, the existence of this Agreement shall not be interpreted to preclude, prohibit or restrict the Executive’s participation
in any other employee benefit or other plans or programs in which Executive currently participates.


 


18.       Assignability;
Binding Nature.


 


This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors, heirs (in the case of the Executive) and permitted assigns. No rights or obligations of the Company
under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred
to a subsidiary of the Company or in connection with the sale or transfer of all or substantially all of the assets of the Company, provided
that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee
assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of
law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall use
reasonable efforts in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company
hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than Executive’s
rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in SECTION 24 below.


 


19.       Representation.


 


Each Party represents and warrants that it is fully authorized
and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement
between it and any other person, firm or organization.


 






     


     


    

 


20.       Entire Agreement.


 


This Agreement contains the entire understanding and agreement
between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations
and undertakings, whether written or oral, between the Parties with respect thereto.


 


21.       Amendment or
Waiver.


 


No provision in this Agreement may be amended unless such amendment
is agreed to in writing and signed by the Executive and an authorized officer of the Company. No waiver by either Party of any breach
by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver
of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed
by the Executive or an authorized officer of the Company, as the case may be.


 


22.       Severability
and Modification.


 


In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. In the event that a court or other
tribunal determines that the restraints in SECTIONS 11, 12 AND 13 are in any way overbroad or unenforceable, the Parties acknowledge and
agree that the court or tribunal shall have the right to modify or sever the restraints in order to enforce them to the fullest extent
permitted by applicable law.


 


23.       Survivorship.


 


The respective rights and obligations of the Parties hereunder shall
survive any termination of the Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.


 


24.       Beneficiaries/References.


 


The Executive shall be entitled, to the extent permitted under
any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following
the Executive’s death by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination
of Executive’s incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to Executive’s
beneficiary, estate or other legal representative.


 


25.       Governing Law/Jurisdiction.


 


This Agreement shall be governed by and construed and interpreted
in accordance with the laws of Nevada without reference to principles of conflict of laws. Subject to SECTION 15, the Company and the
Executive hereby consent to the exclusive jurisdiction of any or all of the following courts for purposes of resolving any dispute under
this Agreement: (i) the United States District Court for the District of Nevada and (ii) the Second Judicial District Court of the State
of Nevada, Washoe County. The Company and the Executive hereby waive, to the fullest extent permitted by applicable law, any objection
which it or he may now or hereafter have to such jurisdiction and any defense of inconvenient forum.


 






     


     


    

 


26.       Notices.


 


Any notice given to a Party shall be in writing and shall
be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested,
or via nationally recognized overnight courier prepaid, duly addressed to the Party concerned at the address indicated below or to such
changed address as such Party may subsequently give such notice of:


 


If to the Company:


 


Dragonfly Energy Corp., Inc.


Attn: Denis Phares


1190 Trademark Dr Suite 108


Reno, NV 89521


 


If to the Executive:


 


John Marchetti


	 	 	 
	 	 	 




 


27.       Headings.


 


The headings of the sections contained in this Agreement are
for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.


 


28.       Counterparts


 


This Agreement may be executed in two or more counterparts.


 


29.       Tax Matters


 


(a)  Tax Withholding. The Company shall
withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant
to any applicable law or regulation.


 


(b)  Section 409A Compliance. The intent
of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations
and guidelines promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent
permitted, this Agreement shall be interpreted to be in compliance therewith. If Executive notifies the Company (with specificity as
to the reason therefore) that Executive believes that any provision of this Agreement (or of any award of compensation, including
equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company
shall, after consulting with Executive, reform such provision to try to comply with Code Section 409A through good faith
modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision
hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the
maximum extent reasonably possible, maintain the original intent and notifies the Company (with specificity as to the reason
therefore) that Executive believes that any provision of this Agreement ( or of any award of compensation, including equity
compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall,
after consulting with Executive, reform such provision to try to comply with Code Section 409 A through good faith modifications to
the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in
order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably
possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without
violating the provision of Code Section 409A.


 






     


     


    

 


(c) Special Section
409A Rules. This paragraph shall apply to all or any portion of any payment or benefit a payable under the Agreement as a result of termination
of Executive's employment that is not exempted from Code Section 409A ("409A Severance Compensation").


 


(i) Separation
from Service. If the termination of the Employee's employment does not qualify as a "separation from service" within
the meaning of Treasury Regulation section l.409A-l(h) from the "Company's Controlled Group", then any 409A Severance Compensation
will not commence until a "separation from service" occurs or, if earlier, the earliest other date as is permitted under Code
Section 409A. For this purpose, the "Company's Controlled Group" means the Company (i) any corporation which is a member of
a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company and (ii) any trade or business (whether
or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company.


 


(ii)
Six-Month Delay for "Specified Employees". Notwithstanding any provisions to the contrary in this Agreement, if the
Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code
Section 409A (a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this
Section, such payment or benefit shall not be made or provided prior to the earlier or (i) the expiration of six (6)-month period
measured from the date of Executive's "separation from service" (as such term is defined under Code Section 409A), and
(ii) the date of Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and
benefits delayed pursuant to this SECTION 30(C) (whether they would have otherwise been payable in a single sum or in installments
in absence of such delay) shall be reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.


 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first written above.


 


	Dragonfly Energy Corp., a Nevada corporation	 	John Marchetti
	 	 	 
	By	/s/ Denis Phares	 	By	/s/ John Marchetti
	Name: 	Denis Phares	 	 	 
	Title:	CEO