30,000,000 SCALE Units NightDragon Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
NightDragon Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 SCALE units (the “Units”) of the Company (said SCALE units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional SCALE units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean ei
NIGHTDRAGON ACQUISITION CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 24th, 2021 • NightDragon Acquisition Corp. • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT between NIGHTDRAGON ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • March 4th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2021, is by and between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 4th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021 is made and entered into by and among NightDragon Acquisition Corp., a Delaware corporation (the “Company”), NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the other undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
March 1, 2021 NightDragon Acquisition Corp. San Francisco, California 94105Underwriting Agreement • March 4th, 2021 • NightDragon Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased solely to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 4th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of March 1, 2021, by and between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 9th, 2021 • NightDragon Acquisition Corp. • Blank checks • Delaware
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of January 6, 2021 (the “Note”) by and among NightDragon Acquisition Corp., a Delaware corporation (the “Maker”), and NightDragon Acquisition Sponsor, LLC (the “Payee”), is made and entered into effective as of January 13, 2021 by the Maker and the Payee.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 8th, 2022 • NightDragon Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 2, 2022, is made by and between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”), and amends that certain Investment Management Trust Company, effective as of March 1, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
NightDragon Acquisition Corp. San Francisco, CA 94105Securities Subscription Agreement • February 9th, 2021 • NightDragon Acquisition Corp. • Blank checks • Delaware
NightDragon Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) has made to purchase 8,625,000 shares (the “Shares”) of common stock, $0.00001 par value per share (the “Common Stock”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Sponsor, and the Company and the Sponsor’s agreements regarding the Shares, are as follows:
