0001104659-21-110559 Sample Contracts

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 27th, 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”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • August 27th, 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”).

Underwriting Agreement between Hawks Acquisition Corp and BTIG, LLC and MIZUho securities usa llc Dated August [•], 2021 HAWKS Acquisition Corp UNDERWRITING AGREEMENT
Underwriting Agreement • August 27th, 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:

Hawks Acquisition Corp New York, NY, 10022 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • August 27th, 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

FORM OF PRIVATE WARRANT AGREEMENT
Private Warrant Agreement • August 27th, 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”).

FORM OF PUBLIC WARRANT AGREEMENT
Public Warrant Agreement • August 27th, 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”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • August 27th, 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 10022
Letter Agreement • August 27th, 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”):

John Maher Via Email Dear John:
Letter Agreement • August 27th, 2021 • Hawks Acquisition Corp • Blank checks • Delaware

This letter agreement (this “Agreement”) sets forth our mutual understanding concerning your continued employment with Hawks Acquisition Corp, a Delaware corporation (the “Company”).

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