EX-10.2






 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of
                , 2021 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”). 
 WHEREAS, the
Company’s registration statement on Form S-1, No. 333-252909 (the “Registration Statement”) and prospectus (the
“Prospectus”) for the initial public offering of the Company’s SCALE units (the “Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.00001
per share (the “Common Stock”), and one-fifth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan
Stanley & Co. LLC (the “Underwriter”); and 
 WHEREAS, as described in the Prospectus, $300,000,000 of the
gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $345,000,000 if the Underwriter’s option to purchase additional Units is exercised in full) will be delivered to the Trustee
to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the
Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $10,500,000, or $12,075,000 if the Underwriter’s
option to purchase additional Units is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon and concurrently with the consummation of the Business
Combination (as defined below) (the “Deferred Discount”); and 
 WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property. 
 NOW THEREFORE, IT
IS AGREED: 
 1.    Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 

(a)    Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account
established by the Trustee in the United States at Bank of America, National Association (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), and at a brokerage institution selected by the Trustee
that is reasonably satisfactory to the Company; 













 (b)    Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein; 
 (c)    In a timely manner, upon the written instruction of the Company, invest
and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company it being understood that the Trustee has no obligation to monitor or question the Company’s determination that an investment is in compliance with the foregoing clause; the Company shall not
instruct the Trustee to invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; 

(d)    Collect and receive, when due, all interest or other income arising from the Property, which shall become part of
the “Property,” as such term is used herein; 
 (e)    Promptly notify the Company and the
Underwriter of all communications received by the Trustee with respect to any Property requiring action by the Company; 

(f)    Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in
connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account; 

(g)    Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property
if, as and when instructed by the Company to do so; 
 (h)    Render to the Company monthly written statements of the
activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account; 

(i)    Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance
with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the
Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, only as directed in the Termination Letter and the other documents referred to therein, or
(y) upon the date which is the later of (i) 24 months after the closing of the Offering (or 27 months after the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an
initial business combination within 24 months after the closing of the Offering) and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of
incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as
Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses)
shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the
Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the
date the Property has been distributed to the Public Stockholders; 

  
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 (j)    Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax
obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in
the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, further, that if the tax to be
paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of
the Company setting forth the actual amount payable. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond
said request (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account); 

(k)    Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D, the Trustee shall distribute to the Public Stockholders of record as of such date the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in
connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common
Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to
stockholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no
responsibility to look beyond said request; and 
 (l)    Not make any withdrawals or distributions from the Trust
Account other than pursuant to Section 1(i), (j) or (k) above. 

2.    Agreements and Covenants of the Company. The Company hereby agrees and covenants to: 

(a)    Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board,
President, Chief Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any such written instructions and, further, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing; 

  
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 (b)    Subject to Section 4 hereof, hold the
Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any
action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed. The Company may participate
in such action with its own counsel; 
 (c)    Pay the Trustee the fees set forth on Schedule A hereto, including
an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless
and until the consummation of the Business Combination (as defined below). The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the
Company the monthly fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this
Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; 

(d)    In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of
elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination; 

(e)    Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 

(f)    Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from
instructing the Trustee to make any distributions that are not permitted under this Agreement; 
 (g)    Within four
(4) business days after the Underwriter exercises its option to purchase additional Units (or any unexercised portion thereof) or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Discount, which shall in no event be less than $10,500,000; and 
 (h)     Unless otherwise agreed between the Company
and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts
directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person. 

  
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 3.    Limitations of Liability. The Trustee shall have no
responsibility or liability to: 
 (a)    Imply obligations, perform duties, inquire or otherwise be subject to the
provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; 

(b)    Take any action with respect to the Property, other than as directed in Section 1 hereof,
and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; 

(c)    Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or
defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient
to pay any expenses incident thereto; 
 (d)    Change the investment of any Property, other than in compliance with
Section 1 hereof, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to the maturity date or
the failure of the Company to provide timely written investment instruction; 
 (e)    Refund any depreciation in
principal of any Property; 
 (f)    Assume that the authority of any person designated by the Company to give
instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 

(g)    The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be
taken or omitted, in good faith and in the Trustee’s reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order,
notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee,
signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(h)    Verify the accuracy of the information contained in the Registration Statement; 

(i)    Provide any assurance that any Business Combination entered into by the Company or any other action taken by the
Company is as contemplated by the Registration Statement; 
 (j)    File information returns with respect to the Trust
Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; 

(k)    Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income
generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to
Section 1(j) hereof; or 

  
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 (l)    Verify calculations, qualify or otherwise approve the
Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and 1(k) hereof. 

4.    Trust Account Waiver. The Trustee has no right of set-off or any
right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In
the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 

5.    Termination. This Agreement shall terminate as follows: 

(a)    If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall
use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has
agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust
Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or 
 (b)    At such time that the Trustee has completed the liquidation of the Trust Account and
its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 2(b). 
 6.    Miscellaneous. 

(a)    The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below
with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds. 

(b)    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall
constitute an original, and together shall constitute but one instrument. 

  
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 (c)    This Agreement contains the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto. 

(d)    This Agreement or any provision hereof may only be changed, amended or modified pursuant to
Section 6 hereof with the Consent of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and shall be, a third party beneficiary of this
Section 6(d) with the same right and power to enforce this Section 6 as the other parties hereto. For purposes of this Section 6(d), the “Consent of the
Stockholders” means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established in accordance with
Section 213(a) of the General Corporation Law of the State of Delaware, as amended (or any successor rule), who hold at least sixty-five percent (65%) of the voting power of all then outstanding shares of the Common Stock and Class B
common stock, par value $0.00001 per share, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his share of Common Stock in
connection with a stockholder vote sought to amend this Agreement. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or
elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon. 

(e)    The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New
York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 

(f)    Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission: 

if to the Trustee, to: 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn:
Relationship Management 
 Fax No.: 
 if to the
Company, to: 
 NightDragon Acquisition Corp. 

101 Second Street, Suite 1275 

San Francisco, California 94105 

Attn.: Steve Simonian 
 Fax No.:


  
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 in each case, with copies to: 

Wilson Sonsini Goodrich & Rosati, P.C. 

650 Page Mill Road 
 Palo Alto,
California 94304 
 Attn.: Jeffrey D. Saper, Robert G. Day and Bryan D. King 

Fax No.: (650) 493-9301 

and 
 Morgan Stanley & Co. LLC 

1585 Broadway 
 New York, New York
10036 
 Attn.: 
 and 

Davis Polk & Wardwell LLP 

1600 El Camino Real 
 Menlo Park,
California 94025 
 Attn: Alan F. Denenberg and Derek Dostal 

Fax No.: (650) 752-2111 

(g)     Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly
authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

(h)    This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 

(i)    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof. 

(j)    Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary
of this Agreement. 
 (k)    Except as specified herein, no party to this Agreement may assign its rights or delegate its
obligations hereunder to any other person or entity. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

					
	American Stock Transfer & Trust Company, LLC, as Trustee
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


  

					
	NightDragon Acquisition Corp.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	















 SCHEDULE A 
  

					
	Fee Item	  	Time and method of payment	  	Amount
			
	Initial set-up fee & administration fee	  	Initial closing of Offering by wire transfer.	  	$6,000
			
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	  	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	  	$150 per item presented
			
	Paying Agent services as required pursuant to Section 1(i)	  	Billed to Company upon delivery of service pursuant to Section 1(i)	  	$9,500.00














 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn: AST Shareholder Services 

Re: Trust Account No.
                 Termination Letter 

Gentlemen: 
 Pursuant to Section 1(i) of
the Investment Management Trust Agreement between NightDragon Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of
                    , 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with
                         (the “Target Business”) to consummate a business combination with Target
Business (the “Business Combination”) on or about                     , 20    . The Company shall notify
you at least forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (or such shorter time period as you may agree) (the “Consummation Date”). Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence to liquidate all of the assets of the Trust Account on                     , 20    , and to transfer
the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date (including as directed to it by the Underwriter (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Bank of
America, National Association, awaiting distribution, the Company will not earn any interest or dividends. 
 On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the
“Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the
Company’s stockholders, if a vote is held and (b) a written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the
“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the
Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such
funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated. 

  
 A-1 














 In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall
be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible. 

 

					
	Very truly yours,
	
	NightDragon Acquisition Corp.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


 cc: Morgan Stanley & Co. LLC 

  
 A-2 














 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn: AST Shareholder Services 

Re: Trust Account No.
                 Termination Letter 

Gentlemen: 
 Pursuant to Section 1(i) of
the Investment Management Trust Agreement between NightDragon Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of
                    , 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a
business combination with a Target Business within the time frame specified in the Company’s amended and restated certificate of incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement. 
 In accordance with the terms of the Trust Agreement, we
hereby authorize you to liquidate all of the assets in the Trust Account on                     , 20     and to transfer the
total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected
                     as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the
amended and restated certificate of incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. 
  

					
	Very truly yours,
	
	NightDragon Acquisition Corp.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


 cc: Morgan Stanley & Co. LLC 

  
 B-1 














 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn: AST Shareholder Services 

Re: Trust Account No.
                 Tax Payment Withdrawal Instruction 

Gentlemen: 
 Pursuant to Section 1(j) of
the Investment Management Trust Agreement between NightDragon Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of
                    , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the
interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the
terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: 

[WIRE INSTRUCTION INFORMATION] 
  

					
	Very truly yours,
	
	NightDragon Acquisition Corp.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


 cc: Morgan Stanley & Co. LLC 

  
 C-1 














 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 American Stock
Transfer & Trust Company, LLC 
 6201 15th Avenue 

Brooklyn, New York 11219 
 Attn: AST Shareholder Services 

Re: Trust Account No.
                     Stockholder Redemption Withdrawal Instruction 

Gentlemen: 
 Pursuant to
Section 1(k) of the Investment Management Trust Agreement between NightDragon Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the
“Trustee”), dated as of                     , 2021 (the “Trust Agreement”), the Company hereby
requests that you deliver to the redeeming Public Stockholders of the Company $                 of the principal and interest income earned on the Property as of the
date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public
shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or to affect provisions of the Company’s amended
and restated certificate of incorporation relating to the Company’s pre-initial Business Combination activity or related stockholder rights. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter into a segregated account held by you on behalf of the Beneficiaries. 
  

					
	Very truly yours,
	
	NightDragon Acquisition Corp.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


 cc: Morgan Stanley & Co. LLC 

  
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