NIGHTDRAGON ACQUISITION CORP.
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
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).
WHEREAS, the Company has received binding commitments from NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the Sponsor), to purchase SCALE units (the Private Placement Units), each consisting of one share of the Companys Class A common stock, par value $0.00001 per share (Common Stock) and one-fifth of one redeemable warrant to purchase a share of Common Stock (the Private Placement Warrants), and in connection therewith will issue and deliver up to an aggregate of 900,000 Private Placement Units (or up to 1,035,000 Private Placement Units if the Underwriters Option (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Underwriters Option, if applicable) at a purchase price of $10.00 per Private Placement Unit, each security underlying the Private Placement Units bearing the legend set forth in Exhibit B hereto;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Private Placement Units at a price of $10.00 per Private Placement Unit (the Working Capital Units and the warrants underlying such Working Capital Units, the Working Capital Warrants);
WHEREAS, the Company is engaged in an initial public offering (the Offering) of SCALE units, each such SCALE unit comprised of one share of Common Stock and one-fifth of one Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 6,900,000 warrants (including up to 900,000 warrants subject to the Underwriters Option) to public investors in the Offering (the Public Warrants; and together with the Private Placement Warrants and the Working Capital Warrants, the Warrants);
WHEREAS, each whole Warrant entitles the holder thereof to purchase one share of Common Stock, for $11.50 per share, subject to adjustment as described herein, with only whole Warrants being exercisable;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-252909 (the Registration Statement) and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the offer and sale of the Units, the Public Warrants and the Common Stock included in the Units;