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6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management’s expectations regarding Dragonfly Energy Holdings Corp.’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to Dragonfly Energy Holdings Corp.’s industry; (b) market opportunity; (c) Dragonfly Energy Holdings Corp.’s business plans and strategies; (d) services that Dragonfly Energy Holdings Corp. intends to offer; (e) Dragonfly Energy Holdings Corp.’s milestone projections and targets; (f) Dragonfly Energy Holdings Corp.’s expectations regarding receipt of approval for regulatory applications; (g) Dragonfly Energy Holdings Corp.’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) Dragonfly Energy Holdings Corp.’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute Dragonfly Energy Holdings Corp.’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) Dragonfly Energy Holdings Corp.’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) the accuracy of budgeted costs and expenditures; (e) Dragonfly Energy Holdings Corp.’s ability to attract and retain skilled personnel; (f) political and regulatory stability; (g) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (h) changes in applicable legislation; (i) stability in financial and capital markets; and (j) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Dragonfly Energy Holdings Corp. to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) Dragonfly Energy Holdings Corp.’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact Dragonfly Energy Holdings Corp.’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing Dragonfly Energy Holdings Corp.’s business operations (e) Dragonfly Energy Holdings Corp. may be unable to implement its growth strategy; and (f) increased competition.

Except as required by law, Dragonfly Energy Holdings Corp. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does Dragonfly Energy Holdings Corp. nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither Dragonfly Energy Holdings Corp. nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.

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