Exhibit 10.5


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN
ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal
    Amount: $500,000	Dated
    as of April 28, 2020


 


Chardan
Healthcare Acquisition 2 Corp., a Delaware corporation (the “Maker”), promises to pay to the order of Chardan
Investments 2, LLC or its registered assigns or successors in interest (the “Payee”) the principal sum of five
hundred thousand dollars ($500,000) in lawful money of the United States of America, on the terms and conditions described below.
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of
this Note.


 


		1.	Principal.
                                         The principal balance of this Promissory Note (this “Note”) shall
                                         be payable promptly after the date on which the Maker consummates an initial business
                                         combination, as described in its initial public offering prospectus dated April 23, 2020.
                                         The principal balance may be prepaid at any time.



 


		2.	Interest.
                                         No interest shall accrue on the unpaid principal balance of this Note.



 


		3.	Non-Convertible;
                                         Non-Recourse. This Note shall not be convertible into any securities of Maker, and
                                         Payee shall have no recourse with respect to Payee’s ability to convert this Note
                                         into any securities of Maker.



 


		4.	Application
                                         of Payments. All payments shall be applied first to payment in full of any costs
                                         incurred in the collection of any sum due under this Note, including (without limitation)
                                         reasonable attorney’s fees, then to the payment in full of any late charges and
                                         finally to the reduction of the unpaid principal balance of this Note.



 


		5.	Events
                                         of Default. The following shall constitute an event of default (“Event of
                                         Default”):



 


		(a)	Failure
                                         to Make Required Payments. Failure by Maker to pay the principal of this Note within
                                         five (5) business days following the date when due.



 


		(b)	Voluntary
                                         Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
                                         insolvency, reorganization, rehabilitation or other similar action, or the consent by
                                         it to the appointment of, or taking possession by, a receiver, liquidator, assignee,
                                         trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial
                                         part of its property, or the making by it of any assignment for the benefit of creditors,
                                         or the failure of Maker generally to pay its debts as such debts become due, or the taking
                                         of corporate action by Maker in furtherance of any of the foregoing.



 






     


     


    

 


		(c)	Involuntary
                                         Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
                                         in the premises in respect of maker in an involuntary case under any applicable bankruptcy,
                                         insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian,
                                         trustee, sequestrator (or similar official) for Maker or for any substantial part of
                                         its property, or ordering the winding-up or liquidation of the affairs of Maker, and
                                         the continuance of any such decree or order unstayed and in effect for a period of 60
                                         consecutive days.



 


		6.	Remedies.



 


		(a)	Upon
                                         the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by
                                         written notice to Maker, declare this Note to be due immediately and payable, whereupon
                                         the unpaid principal amount of this Note, and all other amounts payable thereunder, shall
                                         become immediately due and payable without presentment, demand, protest or other notice
                                         of any kind, all of which are hereby expressly waived, anything contained herein or in
                                         the documents evidencing the same to the contrary notwithstanding.



 


		(b)	Upon
                                         the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid
                                         principal balance of this Note, and all other sums payable with regard to this Note,
                                         shall automatically and immediately become due and payable, in all cases without any
                                         action on the part of Payee.



 


		7.	Waivers.
                                         Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
                                         for payment, demand, notice of dishonor, protest, and notice of protest with regard to
                                         the Note, all errors, defects and imperfections in any proceedings instituted by Payee
                                         under the terms of this Note, and all benefits that might accrue to Maker by virtue of
                                         any present or future laws exempting any property, real or personal, or any part of the
                                         proceeds arising from any sale of any such property, from attachment, levy or sale under
                                         execution, or providing for any stay of execution, exemption from civil process, or extension
                                         of time for payment; and Maker agrees that any real estate that may be levied upon pursuant
                                         to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
                                         be sold upon any such writ in whole or in part in any order desired by Payee.



 


		8.	Unconditional
                                         Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
                                         performance, default, or enforcement of the payment of this Note, and agrees that its
                                         liability shall be unconditional, without regard to the liability of any other party,
                                         and shall not be affected in any manner by any indulgence, extension of time, renewal,
                                         waiver or modification granted or consented to by Payee, and consents to any and all
                                         extensions of time, renewals, waivers, or modifications that may be granted by Payee
                                         with respect to the payment or other provisions of this Note, and agrees that additional
                                         makers, endorsers, guarantors, or sureties may become parties hereto without notice to
                                         Maker or affecting Maker’s liability hereunder.



 






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		9.	Notices.
                                         Any notice called for hereunder shall be deemed properly given if (i) sent by certified
                                         mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form
                                         of private or governmental express mail or delivery service providing receipted delivery
                                         or (iv) sent by facsimile or (v) to the following addresses or to such other address
                                         as either party may designate by notice in accordance with this Section:



 


If
too Maker:




Chardan Healthcare Acquisition 2 Corp.

17 State Street, 21st Floor

New York, NY 10004

Attn: Jonas Grossman


 


If
to Payee:


 


Chardan
Investments 2, LLC


17
State Street, 21st Floor


New
York, NY 10004

Attn: Jonas Grossman


 


Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.


 


		10.	Construction.
                                         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK,
                                         WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 


		11.	Jurisdiction.
                                         The courts of New York have exclusive jurisdiction to settle any dispute arising
                                         out of or in connection with this agreement (including a dispute relating to any non-contractual
                                         obligations arising out of or in connection with this agreement) and the parties submit
                                         to the exclusive jurisdiction of the courts of New York.



 


		12.	Severability.
                                         Any provision contained in this Note which is prohibited or unenforceable in any
                                         jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
                                         or unenforceability without invalidating the remaining provisions hereof, and any such
                                         prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
                                         such provision in any other jurisdiction.



 


		13.	Trust
                                         Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives
                                         any and all right, title, interest or claim of any kind (“Claim”)
                                         in or to any amounts contained in the trust account in which the proceeds of the initial
                                         public offering (the “IPO”) conducted by the Maker and the proceeds
                                         of the sale of securities in a private placement to occur prior to the effectiveness
                                         of the IPO, as described in greater detail in the registration statement and prospectus
                                         to be filed with the Securities and Exchange Commission in connection with the IPO, will
                                         be placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
                                         for any Claim from the trust account or any distribution therefrom for any reason whatsoever.



 






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		14.	Amendment;
                                         Waiver. Any amendment hereto or waiver of any provision hereof may be made with,
                                         and only with, the written consent of the Maker and the Payee.



 


		15.	Assignment.
                                         No assignment or transfer of this Note or any rights or obligations hereunder may
                                         be made by any party hereto (by operation of law or otherwise) without the prior written
                                         consent of the other party hereto and any attempted assignment without the required consent
                                         shall be void.



 


		16.	Further
                                         Assurance. The Maker shall, at its own cost and expense, execute and do (or procure
                                         to be executed and done by any other necessary party) all such deeds, documents, acts
                                         and things as the Payee may from time to time require as may be necessary to give full
                                         effect to this Promissory Note.



 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first
above written.


 


	 	CHARDAN HEALTHCARE ACQUISITION 2 CORP.
	 	 
	 	By: 	/s/ Jonas Grossman
	 	 	Name: Jonas Grossman
	 	 	Title: Chief Executive Officer




 


[Signature
Page to Promissory Note]


 


 


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