Amendment No. 1 to Employment Agreement, effective as of April 12, 2024, by and between Dragonfly Energy Holdings Corp. and Wade Seaburg

Exhibit 10.46

FIRST AMENDMENT

TO THE

EMPLOYMENT AGREEMENT

This First Amendment to the First Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 12, 2024 (the “Effective Date”), by and between Dragonfly Energy Holdings Corp. (the “Company”), and Wade Seaburg, an individual (such individual, the “Employee” and such Agreement, the “Amendment”). The Company and the Employee are sometimes referred to herein as the “Parties”.

INTRODUCTION

WHEREAS, the Parties are subject to an Employment Agreement dated as of November 7, 2022 (the “Employment Agreement”);

WHEREAS, pursuant to Section 9 of the Employment Agreement, the Employment Agreement can be amended or modified by a written instrument signed by the Company’s Lead Independent Director of the Company’s Board of Directors and the Employee; and

WHEREAS, the Parties have agreed to amend the Employment Agreement, as set forth herein, as of the Effective Date.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

4.3. Long-Term Incentive Awards. With respect to each fiscal year of the Company ending during the Employment Term, the Executive shall be eligible to receive, subject to such performance, service and other conditions as the Compensation Committee deems appropriate each fiscal year, a long-term incentive award (each an “LTI Award”) payable in the form of cash and/or equity awards, as determined in the sole discretion of the Compensation Committee. The target grant date value of each such LTI Award shall be $490,000, but such LTI Awards shall be subject to adjustment, upward or downward, in the sole discretion of the Compensation Committee. To the extent that an LTI Award is paid in the form of an equity award (which may include stock options, restricted stock, restricted stock units or any other form of equity-based award authorized under the Company’s 2022 Equity Incentive Plan (or any successor plan) (the “Company Equity Plan”), such equity awards shall be subject to the terms and conditions of such Company Equity Plan and such other terms and conditions as the Compensation Committee in its sole discretion may establish. Notwithstanding anything contained herein to the contrary, to be eligible for an LTI Award for a fiscal year, the Executive must be employed by the Company on the date the LTI Award is paid (if paid in cash) or the date an equity award is granted (to the extent the LTI Award is payable in the form of an equity award).

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.