Specimen Unit Certificate
SPECIMEN UNIT CERTIFICATE
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP No. 65413D204
NIGHTDRAGON ACQUISITION CORP.
UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE
WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK
THIS CERTIFIES THAT is the owner of Units.
Each Unit (Unit) consists of one (1) share of Class A common stock, par value $0.00001 per share (Common Stock), of NightDragon Acquisition Corp., a Delaware corporation (the Company), and one-fifth (1/5) of one redeemable warrant (each whole warrant, a Warrant). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2021 (the Warrant Agreement), between the Company and American Stock Transfer & Trust Company, LLC, as Warrant Agent, and are subject to the terms and provisions contained therein. Each Warrant will become exercisable on the later of (i) thirty (30) days after the Companys completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a Business Combination), or (ii) twelve (12) months from the closing of the Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation or with respect to certain Private Placement Warrants or Working Capital Warrants (each term as so defined in the Warrant Agreement) . The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to , 2021, unless Morgan Stanley & Co. LLC elects to allow earlier separate trading, subject to the Companys filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the Companys initial public offering and the Company issuing a press release announcing when separate trading will begin. By acceptance hereof, the holder of this certificate consents to all of the terms and provisions of the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 6201 15th Avenue, Brooklyn, New York 11219, and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature of its duly authorized officers.
|Chief Executive Officer||Chief Financial Officer|
American Stock Transfer & Trust Company, LLC
Transfer Agent and Registrar
NIGHTDRAGON ACQUISITION CORP.
The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
|TEN COM||||as tenants in common||UNIF GIFT MIN ||Custodian|
|TEN ENT||||as tenants by the entireties||(Cust)||(Minor)|
|JT TEN||||as joint tenants with right of survivorship and not as tenants in common|| |
under Uniform Gifts to Minors Act
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Units represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
|Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).
In each case, as more fully described in the Companys final prospectus dated , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Companys initial public offering only in the event that (i) the Company redeems the shares of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by , 2023 (or by , 2023, in certain circumstances described in the final prospectus) (or such later date as the Companys amended and restated certificate of incorporation may be amended to provide for), (ii) the Company offers to redeem the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Companys amended and restated certificate of incorporation to (A) modify the substance or timing of the Companys obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination by , 2023 (or by , 2023, in certain circumstances described in the final prospectus) or (B) with respect to any other provision relating to stockholders rights or pre-business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.