30,000,000 SCALE Units NightDragon Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 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 Morgan Stanley & Co. LLC (the “Underwriter” or “Morgan Stanley”), 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 Underwriter 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”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
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 • February 24th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT between NIGHTDRAGON ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • February 24th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 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 • February 24th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 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”).
NightDragon Acquisition Corp. San Francisco, California 94105Underwriting Agreement • February 24th, 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 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 Form S-1 (File No. 333-252909) and prospectus (the “Prospectus”) f
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 24th, 2021 • NightDragon Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of , 2021, by and between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”),.
