Exhibit 10.1


 


PROPOSED
AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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.


 


WHEREAS, the Company and the
Trustee entered into the Trust Agreement on August 10, 2021;


 


WHEREAS, Section 1(i)
of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;


 


WHEREAS, at an special meeting
of the Company held on August 5, 2022, the Company’s stockholders approved (i) a proposal to amend the Company’s Amended
and Restated Certificate of Incorporation (the “A&R COI”) to authorize the Company to extend the date up to three (3)
times for an additional one (1) month each time (for a maximum of three one-month extensions) by which the Company must (a) consummate
a merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination, which we refer to as our
initial business combination, (b) cease its operations except for the purpose of winding up if it fails to complete such initial
business combination, or (c) redeem all of the shares of common stock, par value $0.0001 per share, of the Company included as part
of the units sold in the Company’s initial public offering that was consummated on August 13, 2021, upon the deposit into
the trust account by the Company’s insiders, their affiliates or designees of $200,000 upon five days’ advance notice prior
to August 13, 2022, or such other date as may be extended (the “Extension”) and (ii) a proposal to amend the Trust
Agreement to authorize the Extension and its implementation by the Company; and


 


NOW THEREFORE, IT IS AGREED:


 


1.   Section 1(i)
of the Trust Agreement is hereby amended and restated in its entirety as follows:


 


“(i)   Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of
the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of
a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (1) the 12-month
anniversary of the closing of the IPO (“Closing”) (or the 18-month anniversary of the Closing if extended in full as described
in the prospectus relating to the IPO) (“Last Date”), or (2) if the Company’s Board of Directors extends the time
to complete the Business Combination up to three (3) times for an additional one (1) month each time (for a maximum of three one-month
extensions), upon the deposit into the Trust Account of $200,000 by the Company’s insiders, their affiliates or designees upon five
days’ advance notice prior to August 13, 2022 or such other date as may be extended, the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public
Stockholders as of the Last Date.”


 


2.   Exhibit B of the Trust
Agreement is hereby amended and restated in its entirety as follows:


 


[Letterhead of Company]


 


[Date •]


 






    


     


    

 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:   Trust Account — Termination
Letter


 


Ladies & Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between Chardan NexTech Acquisition 2 Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of August 10, 2021 (the “Trust Agreement”), this is to
advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in
the Company’s Amended and Restated Certificate of Incorporation, as amended. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to transfer the total proceeds to the
Trust Operating Account at J.P. Morgan Chase Bank, N.A to await distribution to the Public Stockholders. The Company has selected July 11,
2022 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the
liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in
the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said
funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated.


 


	 	Very truly yours,
	 	 
	 	CHARDAN NEXTECH ACQUISITION 2 CORP.
	 	 
	 	 
	 	By: 	 
	 	 	Jonas Grossman, Chief Executive Officer and Secretary



 


cc:   Chardan Capital Markets, LLC


 


3.   All other
provisions of the Trust Agreement shall remain unaffected by the terms hereof.


 


4.   This Amendment
may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same
instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic
signature shall be deemed to be an original signature for purposes of this Amendment.


 


5.   This Amendment
is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of
the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified,
intentionally waived and relinquished by all parties hereto.


 


6.   This Amendment
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. 


 






    2


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Amendment to the Trust Agreement as of the date first written above.


 


	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	 	 
	 	By:	 /s/ Francis Wolf
	 	 	Francis Wolf, Vice President
	 	 	 
	 	 	CHARDAN NEXTECH ACQUISITION 2 CORP.
	 	 	 
	 	 	 
	 	By: 	/s/ Jonas Grossman
	 	 	 Jonas Grossman, Chief Executive Officer and Secretary