X0206 3 2021-03-01 0 0001837067 NightDragon Acquisition Corp. NDAC 0001228853 DEWALT DAVID G 101 2ND STREET, SUITE 1275 SAN FRANCISCO CA 98105 1 0 1 0 CLASS B COMMON STOCK CLASS A COMMON STOCK 8625000 I Via NightDragon Acquisition Sponsor, LLC As described in the issuer's registration statement on Form S-1 (File No. 333-252909), as amended, under the heading "Description of Securities-Class B Common Stock", the shares of Class B common stock will convert into shares of the issuer's Class A common stock only upon the occurrence of certain triggering events, one of which will occur upon the consummation of the issuer's initial business combination, three of which will be based on shares of the issuer's Class A common stock trading at $12.00, $15.00 and $20.00 per share following the issuer's initial business combination, and one of which will be based upon a specified strategic transaction following the issuer's initial business combination if the effective price per share of the issuer's Class A common stock is at least equal to $12.00 in such transaction, in each case prior to the 10th anniversary of the issuer's initial business combination The shares of Class B common stock owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the issuer's initial public offering securities do not exercise in full their over-allotment option, as described in the issuer's above-referenced registration statement. NightDragon Acquisition Sponsor, LLC is controlled by the reporting person. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of its respective pecuniary interest. Power of Attorney Steve Simonian, Attorney in fact for David G. DeWalt 2021-03-01