Exhibit 10.1


 





October 7, 2021


 


Hawks Acquisition Corp


600 Lexington Avenue, 9th Floor


New York, NY, 10022


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


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 BTIG,
LLC and Mizuho Securities USA LLC as representatives (the “Representatives”) of] the several underwriters named
therein (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 Class A Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined
below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Hawks Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and
the other undersigned persons (each such other undersigned persons, an “Insider” and collectively, the “Insiders”),
each hereby agrees, severally but not jointly, with the Company as follows:


 


1. The Sponsor and each Insider agrees that if the Company seeks stockholder
approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote
any Shares owned by it, him or her in favor of any proposed Business Combination (including any proposals recommended by the Company’s
Board of Directors in connection with such Business Combination) and (ii) not redeem any Shares owned by it, him or her in connection
with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the
Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Capital Stock owned by it, him or her to the
Company in connection therewith.


 


2. The Sponsor and each Insider hereby agrees that in the event
that the Company fails to consummate a Business Combination within 18 months from the closing of the Public Offering (or up to 24
months, as provided by Section 9.1(c) of the Company’s amended and restated certificate of incorporation (the
 “Charter”)), or such other time period in which we must consummate an initial business combination
pursuant to an amendment to the Charter (the “Completion Window”), the Sponsor and each Insider shall take
all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100%
of the Class A Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a
per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of (i) taxes payable and (ii) amounts withdrawn to fund the Company’s working capital requirements,
subject to an annual limit of $$1,000,000 (“Permitted Withdrawals”) and less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
the Company’s obligations under Delaware law to provide for claims of creditors and any other requirements of applicable law.
The Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100%
of the Offering Shares if the Company does not complete its initial Business Combination within the Completion Window or (B) with
respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity, unless
the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such
amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of Permitted Withdrawals), divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor and each Insider acknowledges that it, he or she has no
right, title, interest or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company
with respect to the Founder Shares held by it. The Sponsor and each Insider hereby further waives, with respect to any Shares held by
it, him or her, if any, any redemption rights it, he or she may have in connection with (x) the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or
in the context of a tender offer made by the Company to purchase shares of Class A Common Stock and (y) a stockholder vote to approve
an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection
with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated its
initial Business Combination within the Completion Window or (B) with respect to any other material provision relating to stockholders’
rights or pre-initial Business Combination activity (although the Sponsor and the Insiders shall be entitled to redemption and liquidation
rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination the time period set
forth in the Charter or in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing
of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
the time period set forth in the Charter or with respect to any other material provisions relating to stockholders' rights or pre-initial
Business Combination activity).


 


3. Notwithstanding the provisions set forth in paragraphs 7(a) and
(b) below, during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representatives, (i) offer, sell, contract to sell, pledge or grant
any option to purchase or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder
(the “Exchange Act”), with respect to, any Units, shares of Class A Common Stock, Public Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock, (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Class A Common Stock,
Public Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock owned by it, him
or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) or publicly announce
an intention to effect any such transaction specified in clause (i) or clause (ii); provided, however, that the foregoing
does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future
independent director of the company (as long as such current or future independent director transferee is subject to this Letter Agreement
or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and officers at the
time of such transfer; and as long as, to the extent any reporting obligation pursuant to Section 16 of the Exchange Act is triggered
as a result of such transfer, any related filing includes a practical explanation as to the nature of the transfer). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this
paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any such release or waiver granted shall only be effective
two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release
or waiver is effected solely to permit a transfer of securities that is not for consideration and (ii) the transferee has agreed in writing
to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at
the time of the transfer.


 






     


     


    

 


4. In the event of the liquidation of the Trust Account, the Sponsor
(which for purposes of clarification shall not extend to any other holder of common stock or any members or managers of the Sponsor or
to any other Insider) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending
against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of
any claim by (i) any third party (other than the Company’s independent registered public accounting firm) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering into an agreement
for a Business Combination (a “Target”); provided, however, that such indemnification of the Company
by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than
the Company’s independent registered public accounting firm) or products sold to the Company or a Target do not reduce the amount
of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account
as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation
of the Trust Account, in each case, net of Permitted Withdrawals, except as to any claims by a third party who executed a waiver of any
and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver
is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third
party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to
the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing
that it shall undertake such defense. For the avoidance of doubt, none of the Company’s officers or directors will indemnify the
Company for claims by third parties, including, without limitation, claims by vendors or any Target.


 


5. To the extent that the Underwriters do not exercise their over-allotment
option up to an additional 3,000,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus),
the Sponsor agrees that it shall forfeit, at no cost, an aggregate number of Founder Shares in the aggregate equal to the product of (a)
3,000,000 multiplied by a fraction, (i) the numerator of which is 750,000 minus the number of Units purchased by the Underwriters upon
the exercise of their option to purchase additional Units, and (ii) the denominator of which is 750,000. All references in this Letter
Agreement to Founder Shares of the Company being forfeited shall take effect as a contribution of such Founder Shares to the Company’s
capital as a matter of Delaware law. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in
full by the Underwriters so that the number of Founder Shares will equal an aggregate of 20.0% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering. The Initial Stockholders further agree that to the extent that the size of the Public
Offering is increased or decreased, the Company will effect a capitalization or share repurchase or redemption or stock split, reverse
stock split or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public Offering in such amount
as to maintain the number of Founder Shares at 20.0% of the Company’s issued and outstanding shares of Capital Stock upon the consummation
of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 750,000
in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of
the number of shares of Class A Common Stock included in the Units issued in the Public Offering and (B) the reference to 750,000 in the
formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Sponsor would have
to return to the Company in order for the number of Founder Shares to equal an aggregate of 20.0% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering.


 


6. The Sponsor and each Insider hereby agrees and acknowledges that:
(i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or Insider of its, his or her
obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement, (ii) monetary damages may not
be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief, in addition to any
other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) Subject to the exceptions set forth herein, the Sponsor
and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or shares of Class A Common
Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial
Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A Common Stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar
transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common Stock for
cash, securities or other property (the “Founder Shares Lock-up Period”).


 






     


     


    

 


(b) Subject to the exceptions set forth herein, the Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Placement Warrants or Working Capital Warrants (or shares of Class A
Common Stock issued or issuable upon the conversion or exercise of the Private Placement Warrants), until 30 days after the completion
of a Business Combination (the “Private Placement Warrants Lock-up Period,” together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs 3 and 7(a)
and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Class A Common Stock issued or issuable upon the exercise
or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor or any Insider or any of their
permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any
affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the
Sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary
of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s
Business Combination at prices no greater than the price at which the securities were originally purchased; (f) by an Insider to an entity
that is an Affiliate of such Insider; (g) in the event of the Company’s liquidation prior to the Company’s completion of an
initial Business Combination; (h) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended,
upon dissolution of the Sponsor; (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible
under clauses (a) through (h) above; or (j) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization
or other similar transaction which results in all of the Public Stockholders having the right to exchange their shares of Class A Common
Stock for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that in the case of clauses (a) through (f) and (i), these permitted transferees must enter into a written agreement with
the Company agreeing to be bound by the transfer restrictions and other applicable restrictions in this Letter Agreement. “Affiliate”
means, with respect to any holder any other person who, directly or indirectly (including through one or more intermediaries), controls,
is controlled by, or is under common control with, such person. For purposes of this definition, “control,” when used with
respect to any specified person, shall meant the power, direct or indirect, to direct or cause the direction of the management and policies
of such person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise;
and the terms “controlling” and “controlled” shall have correlative meanings.


 


8. The Sponsor and each Insider represents and warrants that it, he
or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company,
if any (including any such information included in the Prospectus), is true and accurate in all respects and does not omit any material
information with respect to such Insider’s background. The Sponsor and each Insider’s questionnaire furnished to the Company,
if any, is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction that would require disclosure in the Prospectus under Item
401 of Regulation S-K under the Securities Act of 1933, as amended; it, he or she has never been convicted of, or pleaded guilty to, any
crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 






     


     


    

 


9. Except as disclosed in, or as expressly contemplated by, the
Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the
Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of
a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of
which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: (i)
repayment of a loan and advances of up to $750,000 made to the Company by the Sponsors to cover expenses related to the organization
of the Company and the Public Offering; (ii) reimbursement for any reasonable out-of-pocket expenses related to identifying,
investigating and consummating an initial Business Combination; and (iii) repayment of loans, if any, and on such terms as to be
determined by the Company from time to time, made by the Sponsor or certain of the Company’s officers and directors to finance
transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not
consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the
Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of
such loans may be convertible into warrants (the “Working Capital Warrants”) of the post Business
Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private
Placement Warrants, including as to exercise price, exercisability and exercise period.


 


10. The Sponsor and each Insider has full right and power, without
violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any
employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or a director on the
board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.


 


11. As used herein, (i) “Business Combination”
shall mean a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the Class A
Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 5,750,000 shares of Class B Common
Stock, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering; (iv) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants”
shall mean the warrants to purchase up to an aggregate of 6,500,000 shares of Class A Common Stock of the Company that the Sponsor has
agreed to purchase for an aggregate purchase price of $6,500,000, or $1.00 per Private Placement Warrant, in a private placement transaction
that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall
mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund
into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and
(viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or
increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of the
Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b) herein.


 


12. This Letter Agreement constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof 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 changed, amended, modified or waived (other than to correct a typographical error)
as to any particular provision, except by a written instrument executed by (1) each Insider that is the subject of any such change, amendment
modification or waiver and (2) the Sponsor.


 


13. Except as otherwise provided herein, no party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. 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 shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 






     


     


    

 


14. Nothing in this Letter Agreement shall be construed to confer upon,
or give to, any person or entity other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement
or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements
contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal
representatives and assigns and permitted transferees.


 


15. This Letter Agreement may be executed in any number of original
or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


 


16. This Letter Agreement shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any
other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend
that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.


 


17. This Letter 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. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising
out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of
New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection
to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


18. Any notice, consent or request to be given in connection with any
of the terms or provisions of this Letter 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 facsimile or other electronic transmission.


 


19. Each party hereto shall not be liable for any breaches or misrepresentations
contained in this Letter Agreement by any other party to this Letter Agreement (including, for the avoidance of doubt, any Insider with
respect to any other Insider), and no party shall be liable or responsible for the obligations of another party, including, without limitation,
indemnification obligations and notice obligations.


 


20. This Letter Agreement shall terminate on the earlier of (i) the
expiration of the Lock-up Periods and (ii) the liquidation of the Company; provided, however, that this Letter Agreement
shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2021; provided further
that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page follows]


 






     


     


    

 


	 	Sincerely,
	 	 
	 	HAWKS SPONSOR LLC




 


		By:	Hawks
                                            Acquisition Founders Company LLC,
	 	 	Its Managing Member
	 	 	 
	 	By:	JC Hawks & Co LLC, its Managing Member



 


	 	By:	/s/ J
Carney Hawks
	 	 	Name: J. Carney Hawks
	 	 	Title:   Managing Member
	 	 
	 	/s/
J. Carney Hawks
	 	J. Carney Hawks
	 	 
	 	/s/
John Maher
	 	John Maher
	 	 
	 	/s/
Lois A. Mannon
	 	Lois A. Mannon
	 	 
	 	/s/
Eugene Davis
	 	Eugene Davis


 


	 	/s/ Daniel
H. Golden
	 	Daniel H. Golden
	 	 
	 	/s/ Marc
Heimowitz
	 	Marc Heimowitz
	 	 
	 	/s/ Joseph
Mills
	 	Joseph Mills
	 	 
	 	/s/ J. Soren Reynertson
	 	J. Soren Reynertson


 


[Signature Page to Letter Agreement]


 






     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	HAWKS ACQUISITION CORP	 
	 	 	 
	By:	/s/ J. Carney Hawks	 
	 	Name: J. Carney Hawks	 
	 	Title:   Chief Executive Officer	 


 


[Signature Page to Letter Agreement]