EX-10.12




 Exhibit 10.12 

TALON 1 ACQUISITION CORP. 

2333 Ponce de Leon Blvd., Suite 630 

Coral Gables, FL 33134 

November 3, 2021 
 Avi8 Acquisition LLC 

2333 Ponce de Leon Blvd., Suite 630 
 Coral Gables, FL 33134 

 

	 	Re:	 Administrative Services Agreement 



Gentlemen: 
 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”): 
 (i) Sponsor shall make available, or cause to be made available, to the Company, at 2333 Ponce de Leon
Blvd., Suite 630, Coral Gables, FL 33134 (or any successor location of Sponsor), certain office space, utilities, secretarial support and administrative services as may be reasonably requested by the Company. In exchange therefor, the Company shall
pay Sponsor the sum of $10,000 per month, for up to 18 months, commencing on the Listing Date and continuing monthly thereafter until the Termination Date; and 

(ii) Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind or nature as a result of,
or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter
agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against
the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. 
 This letter agreement constitutes the
entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way
to the subject matter hereof or the transactions contemplated hereby. 
 This letter agreement may not be amended, modified or waived as to
any particular provision, except by a written instrument executed by the parties hereto. 











 No party hereto may assign either this letter agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party; provided that the Sponsor may assign this letter agreement or any of its rights, interests or obligations hereunder to an affiliate without the prior written approval of
the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. 

This letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles. 

This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of
which together shall constitute one and the same letter agreement. 
 [Signature page follows] 











 
			
	 Very truly yours,

	
	 TALON 1 ACQUISITION CORP.

		
	 By:
	 	 /s/ Edward J. Wegel

		 	 Name: Edward J. Wegel

		 	 Title:   Chief Executive Officer



 AGREED TO AND ACCEPTED BY: 
  

			
	AVI8 ACQUISITION LLC
		
	 By:
	 	 /s/ Edward J. Wegel

		 	 Name: Edward J. Wegel

		 	 Title:   Manager