EX-10.2




 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 3, 2021 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 (the
“Trustee”). 
 WHEREAS, the Company’s registration statement on Form
S-1, File No. 333- 260305 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
“Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share, of the Company (each an “Ordinary Share”), and a fraction of one redeemable warrant of the Company,
each whole warrant entitling the holder thereof to purchase one Ordinary Share (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 Credit Suisse Securities (USA) LLC and Exos Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”); and

 WHEREAS, the Company initially has 15 months from the date of consummation of the Offering (the “Initial Period”)
to consummate an initial Business Combination (as defined below); and 
 WHEREAS, if a Business Combination is not consummated within the
Initial Period, AVi8 Acquisition LLC (the “Sponsor”) may, subject to approval by the board of directors of the Company (the “Board”), extend such period by three additional months, so that the Company
has 18 months in the aggregate from the consummation of the Offering to consummate an initial Business Combination (an “Extension”), by depositing $2,000,000 (or $2,000,000 (or, to the extent the Underwriters’
over-allotment option is exercised, up to $2,300,000) into the Trust Account (as defined below) no later than the 15 month anniversary of the Offering (the “Deadline”); and 

WHEREAS, as described in the Registration Statement, an aggregate of $200,000,000 from the gross proceeds of the Offering and sale of the
Private Placement Warrants (as defined in the Underwriting Agreement) (or $230,000,000 if the Underwriters’ over-allotment option is exercised in full) plus any amounts deposited in connection with an Extension 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 Ordinary Shares 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 shareholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Shareholders,” and the Public Shareholders 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 $7,000,000, or $8,050,000 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination (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 J.P. Morgan Chase Bank, N.A. (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 solely 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; the Trustee may not
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; while account funds are invested or uninvested the
Trustee may earn bank credits or other consideration; 
 (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 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 Board, or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged by
the Representatives and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (net of amounts withdrawn in accordance with this Agreement and
less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 15 months
after the closing of the Offering (or 18 months after the closing of the Offering in the event of an Extension) and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s


  
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amended and restated memorandum and articles of association, 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 earned on the funds held in the Trust Account (net of amounts withdrawn in accordance with
this Agreement and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; 

(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 (a “Tax Payment Withdrawal Instruction”), 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, and the Company shall forward such amount 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 per share initially deposited in the Trust Account. 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; 
 (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 (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public
Shareholders on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended
and restated memorandum and articles of association (as may be extended in accordance with the terms and conditions therein) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Ordinary Shares if the
Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association or with respect to any other material provisions relating to
shareholders’ 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), 1(j), or 1(k) above; and 
 (m) Upon receipt
of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five days prior to the Deadline, signed on behalf of the Company by one of the Company’s executive officers, and
jointly acknowledged and agreed to by the Sponsor, and receipt of the dollar amount specified in the Extension Letter on or prior to the Deadline, to follow the instructions set forth in the Extension Letter. 

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 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, or its representatives’, 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; provided, further that the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company. The Company may participate in any such action with its own counsel; 

(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial set-up 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 it is
distributed to the Company pursuant to Section 1(i) hereof. The Company shall pay the Trustee the initial set-up fee and the first annual administration fee at the consummation of the
Offering. . 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 shareholders regarding a merger, share exchange, asset acquisition, share
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
shareholder meeting verifying the vote of such shareholders regarding such Business Combination; 
 (e) Provide the Representatives 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) Unless otherwise agreed between the Company and the Representatives ensure that any Instruction Letter delivered in connection with a
Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the accounts as directed by the Representatives prior to any transfer of the funds held in the Trust Account to the Company or any
other person; 
 (g) 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; 

  
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 (h) Within four (4) business days after the Underwriters exercise the over-allotment
option (or any unexercised portion thereof) or such over-allotment option 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 $7,000,000, or $8,050,000 if the
Underwriters’ over-allotment option is exercised in full; 
 (i) If applicable, issue a press release at least three days prior to the
Deadline announcing that, at least five days prior to the Deadline, the Company received notice from the Sponsor that the Sponsor intends to extend the Deadline; and 

(j) Promptly following the Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended.

 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, or its representatives’, 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 reasonably
incurred expenses incident thereto; 
 (d) Refund any depreciation in principal of any Property; 

(e) 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; 
 (f) 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 best judgment, except for the Trustee’s, or its representatives’,
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; 
 (g) Verify the accuracy of the information contained in the Registration Statement; 

  
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 (h) 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; 
 (i) 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; 

(j) 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, tax obligations, except pursuant to Section 1(j) hereof; or 

(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j), or 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 and any other
reasonable transfer requests that the Company may make, 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 

  
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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, or its representatives’, 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. 
 (c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j), 1(k) and 1(l) hereof (which sections may only be changed, amended or modified with the
affirmative vote of at least sixty-five percent (65%) of the then issued and outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment
will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and
articles of association), 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. Except for any liability arising out of the
Trustee’s, or its representatives’, 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. 
 (d) The parties hereto consent to the jurisdiction and venue of any state or
federal court located in the City of New York County, County 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. 
 (e) 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: 

Continental Stock Transfer & Trust Company 

One State Street 
 30th Floor 
 New York, New York 10004 

Attn: Francis Wolf and Celeste Gonzalez 

Email:fwolf@continental.stock.com cgonzalez@continentalstock.com 

if to the Company, to: 
 Talon 1
Acquisition Corp. 
 2333 Ponce de Leon Blvd., Suite 630 

Coral Gables, FL 33134 
 Attn:
Chief Financial Officer 
 Email: 

  
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 in each case, with copies to: 

Cozen O’Connor P.C. 33 

South 6th Street, Suite 3800 

Minneapolis, MN 55402 
 Attn:
Christopher J. Bellini, Esq. and Martin T. Schrier, Esq. 
 Email: cbellini@cozen.com and mschrier@cozen.com 

and 
 Milbank LLP 

2029 Century Park East, 33rd Floor 

Los Angeles, CA 90067 
 Attn:
Casey T. Fleck, Esq. and Brett D. Nadritch, Esq. 
 Email: CFleck@milbank.com and BNadritch@milbank.com 

(f) 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. 
 (g)
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. 

(h) 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. 

(i) Each of the Company and the Trustee hereby acknowledges and agrees that each Representative, on behalf of the Underwriters, is a third
party beneficiary of this Agreement. 
 (j) The Trustee shall perform its duties under this Agreement in compliance with all applicable
laws, including those relating to privacy, data protection and information security, shall keep confidential all information relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other
than the performance of the Trustee’s obligations under 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 without the prior written consent of the other party. 

[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. 
  

			
	Continental Stock Transfer & Trust Company, as Trustee
		
	By:	 	/s/ Francis Wolf
		 	Name: Francis Wolf
		 	Title: Vice President
	
	Talon 1 Acquisition Corp.
		
	By:	 	/s/ Edward J. Wegel
		 	Name: Edward J. Wegel
		 	Title: Chief Executive Officer


 [Signature Page to Investment Management Trust Agreement] 











 SCHEDULE A 
  

							
	 Fee Item
	  	 Time and method of payment
	  	Amount	 
	 Initial set-up fee.
	  	Initial closing of Offering by wire transfer.	  	$	3,500.00	 
	 Trustee administration fee
	  	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	  	$	10,000.00	 
	 Transaction processing fee for disbursements to Company under Sections 1(i), 1(j), and
1(k)
	  	Billed to Company under Section 1	  	$	250.00	 
	 Paying Agent services as required pursuant to Section 1(i) and 1(k)
	  	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	  	 
	Prevailing
rates	 
 

 [Signature Page to Investment Management Trust Agreement] 











 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account - Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) 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”), 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 seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (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, and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. 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 Representative with respect to the Deferred Discount). It is acknowledged and agreed that
while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. 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 substantially 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) 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 shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the
Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount from the Trust
Account directly to the account or accounts directed by the Representative (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 instructions as soon thereafter as possible. 

 

			
	 Very truly yours,

	
	 Talon 1 Acquisition Corp.

		
	By:	 	 
		 	 Name:

		 	 Title:



 Acknowledged: 
 [_____]

  

			
	By:	 	 
		 	 Name:

		 	 Title:



  
 A-2 












 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account—Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) 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”), 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 memorandum and articles 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 and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public
Shareholders. The Company has selected [_], 20[_] as the effective date for the purpose of determining when the Public Shareholders will be 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 Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association 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,

	
	 Talon 1 Acquisition Corp.

		
	By:	 	 
		 	 Name:

		 	 Title:



 cc: [_____] 

  
 B-1 












 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account - Tax Payment Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) 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
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,

	
	 Talon 1 Acquisition Corp.

		
	By:	 	 
		 	 Name:

		 	 Title:



 cc: [_____] 

  
 C-1 












 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account - Shareholder Redemption Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

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. 
 The Company needs such funds to
pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of
association. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. 
  

			
	 Very truly yours,

	
	 Talon 1 Acquisition Corp.

		
	By:	 	 
		 	 Name:

		 	 Title:



 cc: [_____] 

  
 D-1 












 EXHIBIT E 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account—Extension Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(m) of the Investment Management Trust Agreement between Talon 1 Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company, dated as of ____________, 2021 (the “Trust Agreement”), this is to advise you that the Company is extending the time available in
order to consummate a Business Combination with a Target Businesses for an additional three (3) months, from _______ to _________ (the “Extension”). 

This Extension Letter shall serve as the notice required with respect to Extension prior to the Deadline. Capitalized words used herein and
not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. 
 In accordance with the terms of the Trust
Agreement, we hereby authorize you to deposit $_____, which will be wired to you, into the Trust Account upon receipt. These funds should be invested in [__________________________] or [the same manner as the funds currently on deposit in the Trust
Account]. 
  

			
	 Very truly yours,

	
	 Talon 1 Acquisition Corp.

		
	By:	 	 
		 	 Name:

		 	 Title:



 cc: [_____] 
  

	
	 And

	 AGREED TO AND

	 ACKNOWLEDGED BY

	
	 [REPRESENTATIVE]


  

			
	By:	 	 


  
 E-1