INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
NightDragon Acquisition Corp. San Francisco, California 94105Underwriting Agreement • February 9th, 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 (the “Underwriter”), 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 third 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 Form S-1 (File No. 333-[ ]) and prospectus (the “Prospectus”) file
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.
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:
