Hawks Acquisition Corp c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP New York, New York 10019Securities Subscription Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • New York
We are pleased to accept the offer Hawks Sponsor VI LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Hawks Acquisition Corp, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [DATE], is made and entered into by and among Hawks Acquisition Corp, a Delaware corporation (the “Company”), Hawks Sponsor 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Underwriting Agreement between Hawks Acquisition Corp and BTIG, LLC and MIZUho securities usa llc Dated [•], 2021 HAWKS Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • New York
The undersigned, Hawks Acquisition Corp, a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC and Mizuho Securities USA LLC (the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _________, 2021 by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and _________ (“Indemnitee”).
FORM OF PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
FORM OF PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
Hawks Acquisition Corp New York, NY, 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by Hawks Acquisition Corp, a Delaware corporation (the “Company”), and [_________] [and [_________]] as [the representatives [the “Representative[s]”) of] the [several] underwriter[s] named therein ([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 the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half (1/2) of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and Hawks Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
HAWKS ACQUISITION CORP New York, NY 10022Administrative Services Agreement • July 29th, 2021 • Hawks Acquisition Corp • Blank checks • New York
This letter agreement (the “Agreement”) by and between Hawks Acquisition Corp, a Delaware corporation (the “Company”), and GLC Advisors & Co., LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
