REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Talon 1 Acquisition Corp., a Cayman Islands exempted company, incorporated with limited liability (the “Company”), Avi8 Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Talon 1 Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [___], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver $ [_] 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 for distribution to the Public Shareholders who have requested redemption of their shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Talon 1 Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
Talon 1 Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 3, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Talon 1 Acquisition Corp., a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and Avi8 Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between TALON 1 ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 3, 2021Warrant Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 3, 2021, is by and between Talon 1 Acquisition Corp., a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TALON 1 ACQUISITION CORP.Talon 1 Acquisition Corp • November 9th, 2021 • Blank checks • New York
This letter agreement by and between Talon 1 Acquisition Corp. (the “Company”) and Avi8 Acquisition LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-260305), as amended, filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
November 3, 2021Letter Agreement • November 9th, 2021 • Talon 1 Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Talon 1 Acquisition Corp., a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half (1/2) of one redeemable Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in
