Talon Capital Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2025 • Talon Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of September, 2025, by and among Talon Capital Corp., a Cayman Islands exempted company (the “Company”), Talon Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM,” or the “Representative”), and the undersigned parties listed under Investors on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
UNDERWRITING AGREEMENT between TALON CAPITAL CORP. and COHEN AND COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC, as Representative of the Underwriters Dated: September 8, 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2025 • Talon Capital Corp. • Blank checks • New York
The undersigned, Talon Capital Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, the (“Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025, by and between Talon Capital Corp. (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
UNDERWRITING AGREEMENT between TALON CAPITAL CORP. and COHEN AND COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC, as Representative of the Underwriters Dated: [●], 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks • New York
The undersigned, Talon Capital Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, the (“Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative as follows:
INDEMNITY AGREEMENTIndemnification Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2025, by and between Talon Capital Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks • New York
This Warrant Agreement is made as of [●], 2025 between Talon Capital Corp., a Cayman Islands exempted company, with offices at 440 Louisiana Street, Suite 1050, Houston, Texas 77002 (the “Company”), and [●], with offices at [●] (“Warrant Agent”).
Talon Capital Corp. Houston, Texas 77002Underwriting Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks
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 Capital Corp., a Cayman Islands exempted company (the “Company”), and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative” and, together with other underwriters, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, to purchase one Ordinary Share (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the
Talon Capital Corp. Houston, Texas 77002Underwriting Agreement • September 12th, 2025 • Talon Capital Corp. • Blank checks
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 Capital Corp., a Cayman Islands exempted company (the “Company”), and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative” and, together with other underwriters, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, to purchase one Ordinary Share (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the
Amended and Restated Administrative Services Agreement Talon Capital Corp.Administrative Services Agreement • September 16th, 2025 • Talon Capital Corp. • Blank checks
This letter amends, replaces and supersedes the Administrative Services Agreement dated September 8, 2025, entered between Talon Capital Corp. (the “Company”) and Talon Capital Sponsor LLC (the “Sponsor”) in connection with the Company’s initial public offering, and will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor and/or its affiliates shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 440 Louisiana Street, Suite 1050, Houston, Te
Talon Capital Corp. Houston, TX 77002Subscription Agreement for Founder Shares • August 15th, 2025 • Talon Capital Corp. • Blank checks • New York
We are pleased to accept the offer Talon Capital Sponsor LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of Talon Capital Corp., a Cayman Islands exempted company (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association,
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 12th, 2025 • Talon Capital Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 8, 2025, by and between Talon Capital Corp. (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • September 12th, 2025 • Talon Capital Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 8th day of September 2025, by and between Talon Capital Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 440 Louisiana Street, Suite 1050, and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
Talon Capital Corp.Office Space and Support Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Talon Capital Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Talon Capital Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 440 Louisiana Street, Suite 1050, Houston, Texas 77002 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $40,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor he
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●] 2025, by and between Talon Capital Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 440 Louisiana Street, Suite 1050, Houston, Texas 77002, and Talon Capital Sponsor LLC, a Delaware limited liability company (“Purchaser”).
WARRANT AGREEMENTWarrant Agreement • September 12th, 2025 • Talon Capital Corp. • Blank checks • New York
This Warrant Agreement is made as of September 8, 2025 between Talon Capital Corp., a Cayman Islands exempted company, with offices at 440 Louisiana Street, Suite 1050, Houston, Texas 77002 (the “Company”), and Odyssey Transfer and Trust Company, with offices at 2155 Woodlane Drive, Suite 100, Woodbury, MN 55125 (“Warrant Agent”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • September 12th, 2025 • Talon Capital Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 8th day of September 2025, by and between Talon Capital Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 440 Louisiana Street, Suite 1050, Houston, Texas 77002, and Talon Capital Sponsor LLC, a Delaware limited liability company (“Purchaser”).
Talon Capital Corp.Office Space and Support Agreement • September 12th, 2025 • Talon Capital Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Talon Capital Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Talon Capital Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 440 Louisiana Street, Suite 1050, Houston, Texas 77002 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $40,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor he
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●] 2025, by and between Talon Capital Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 440 Louisiana Street, Suite 1050, and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2025 • Talon Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●]th day of [●], 2025, by and among Talon Capital Corp., a Cayman Islands exempted company (the “Company”), Talon Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM,” or the “Representative”), and the undersigned parties listed under Investors on the signature page hereto (each, a “Holder” and collectively, the “Holders”).