Exhibit 10.2


 


 INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of October 7, 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”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-258264 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of
the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable
Public Warrant (as defined in the Underwriting Agreement as defined below), each whole Public Warrant entitling the holder thereof to
purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with BTIG, LLC and Mizuho Securities USA LLC (together, the “Representatives”)
of the several underwriters named therein (the “Underwriters”); and


 


WHEREAS, as described in the Registration Statement,
an aggregate of $200,000,000 from the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $230,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $7,000,000, or $8,650,000 if the Underwriters’ over-allotment option is exercised in full, is
attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently
with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to enter
into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 






    


     


    

 


NOW THEREFORE, IT IS AGREED:


 





1.                 
 Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)              
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. – chartered commercial bank with consolidated
assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in solely United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while the account funds
are invested or uninvested the Trustee may earn bank credits or other consideration;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation
or completion of the audit of the Company’s financial statements by the Company’s auditors;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 








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(i)                 Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer
of the Company and, in the case of Exhibit A, acknowledged and agreed to by the Representative and complete the
liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in
the Trust Account (net of amounts withdrawn in accordance with this Agreement and less up to $100,000 of interest that may be
released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to
therein, or (y) upon the date which is the later of (i) 18 months after the closing of the Offering, (ii) such later
date as provided by Section 9.1(c) of the Company’s amended and restated certificate of incorporation (as further amended,
supplemented or otherwise modified from time to time, the “Certificate of Incorporation”), and (iii) such later
date as may be approved by the Company’s stockholders in accordance with the Certificate of Incorporation, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached hereto as Exhibit B and the Property in the Trust
Account, including interest earned on the funds held in the Trust Account (net of amounts withdrawn in accordance with this
Agreement and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed
to the Public Stockholders of record as of such date;


 


(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to
the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as
a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the
Company, the Company shall forward such amount to the relevant taxing authority; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal amount per
share initially deposited in the Trust account; provided, further, that if the tax to be paid is a franchise tax, the written
request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the relevant taxing authority
for the Company. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)               Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D (a “Working Capital Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to fund working capital compliance requirements (a
 “Working Capital Withdrawal”), which amount shall be delivered directly to the Company; provided, however,
that to the extent there is not sufficient cash in the Trust Account to fund such Working Capital Withdrawal, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long
as there is no reduction in the principal amount initially deposited in the Trust account. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have
no responsibility to look beyond said request; provided, further, that Working Capital Withdrawal shall not exceed $1,000,000
per annum;


 






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(l)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit E (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public
Stockholders on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated Certificate
of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common
Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended
and restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial
Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(m)            
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j), (k)
or (l) above.


 


2.                 
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)              
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief
Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j),
1(k) and 1(l) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)               Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and
documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in
connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the
Trustee involving any claim, or in connection with any claim or demand, which arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting
from the Trustee’s, or its representatives’, gross negligence, fraud or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the
defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the
selection of counsel; provided, further that the Company may conduct and manage the defense against any Indemnified
Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company. The Company may participate in any such action with its own
counsel;


 






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(c)              
Pay the Trustee the fees set forth on Schedule A hereto, including an initial set-up fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until the property is distributed to the Company pursuant to Sections 1(i)
hereof. The Company shall pay the Trustee the initial set-up fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d)              
In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
verifying the vote of such stockholders regarding such Business Combination;


 


(e)              
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)               
Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter delivered in connection
with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the accounts
as directed by the Representative prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g)              
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement; and


 


(h)              
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof)
or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall
in no event be less than $7,000,000, or $8,650,000 if the Underwriters’ overallotment option is exercised in full.


 


3.                 
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 






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(b)              
 Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have
no liability to any third party except for liability arising out of the Trustee’s, or its representatives’, gross negligence,
fraud, or willful misconduct;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident
thereto;


 


(d)              
Refund any depreciation in principal of any Property;


 


(e)              
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)               
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s, or its representatives’, gross negligence,
fraud, or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care,
to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;


 


(g)              
Verify the accuracy of the information contained in the Registration Statement;


 


(h)              
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)                
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(j)                 Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)              
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j), 1(k) and 1(l) hereof.


 






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4.                 
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and
its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.                 
Termination and Replacement of Trustee. This Agreement shall terminate as follows:


 


(a)              
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account and any other reasonable transfer requests that the Company may
make, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a
successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application
to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


(c)              
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company or Sponsor, as applicable, shall be returned promptly following the receipt by the Trustee of written
instructions from the Company.


 


6.                 
Miscellaneous.


 


(a)               The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to
such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s, or its representatives’, gross negligence, fraud, or willful
misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error in the
information or transmission of the funds.


 






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(b)              
This 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. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
This Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d)              
Sections 1(i) and 1(j) hereof may only be changed, amended or modified pursuant to Section 6(c)
hereof with the Consent of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders
is, and shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d)
as the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders” means
receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the
Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General
Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then
outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single
class, have voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record as of the
record date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par
value $0.0001 per share, of the Company voting together as a single class, have delivered to such entity a signed writing approving such
change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem
his share of Common Stock in connection with a stockholder vote sought to amend the Certificate of Incorporation. Except for any liability
arising out of the Trustee’s, or its representatives’, gross negligence, fraud, or willful misconduct, the Trustee may rely
conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party
for executing the proposed amendment in reliance thereon.


 


(e)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, County
of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM
IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






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(f)               
 Any notice, consent or request to be given in connection with any of the terms or provisions of this 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
by facsimile or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust
Company


1 State Street


30th Floor


New York, New York 10004


 


Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com


cgonzalez@continentalstock.com


 


if to the Company, to:



Hawks Acquisition Corp

600 Lexington Avenue, 9th Floor

New York, NY 10022


 


Attn: J. Carney Hawks

Email: carney@hawksacquisitioncorp.com


 


in each case, with copies to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019



Attn: Brian M. Janson, Esq.


Email: bjanson@paulweiss.com

Fax No.: (212) 492-0588


 


 


and



BTIG, LLC


65 E 55th Street


New York, New York 10022


Attn: Gil Ottensoser


Email: gottensoser@btig.com


 


and


 






    9


     


    

 





Mizuho Securities USA LLC


1271 Avenue of the Americas


New York, New York 10020


Attn: Andor Laszlo


Email: andy.laszlo@mizuhogroup.com


 


in each case, with copies to:


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn.: Ryan J. Maierson, Esq.


Email: ryan.maierson@lw.com


 


(g)              
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h)              
Each of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a
third party beneficiary of this Agreement.


 


(i)                
The Trustee shall perform its duties under this Agreement in compliance with all applicable laws and keep confidential all information
relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance
of the Trustee’s obligations under this Agreement.


 


(j)                
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity without the written consent of the other party.


 


(k)              
This 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 Agreement. Only one counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	  /s/ Francis Wolf
	 	 	Name:	Francis Wolf
	 	 	Title:	Vice President
	 	 
	 	Hawks Acquisition Corp
	 	 
	 	By:	   /s/ J. Carney Hawks
	 	 	Name:	J. Carney Hawks
	 	 	Title:	Chief Executive Officer




 


[Signature Page to Investment Management
Trust Agreement]


 






    


     


    

 





SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually.  First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j), 1(k) and 1(l)	 	 Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(l)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(l)	 	 	Prevailing rates	 



 






    Sch. A-1


     


    

 





EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Hawks Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of [_], 20[_] (the “Trust Agreement”), this is to advise you that
the Company has entered into an agreement with [Target] (the “Target Business”) to consummate a business combination
with Target Business (the “Business Combination”) on or about [Date]. The Company shall notify you at least seventy-two
(72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating
account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as
directed to it by the Representative) (with respect to the Deferred Discount). It is acknowledged and agreed that while the funds are
on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A., awaiting distribution, the Company will not earn any interest
or dividends.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”) and (ii) the Company shall deliver to you (a)  [a certificate] of the Chief Executive
Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s
stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect
to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly
exercised their redemptions rights and payment of amounts of the Deferred Discount to the underwriter from the Trust Account
directly to the account or accounts directed by the Representative (the “Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the
Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the
Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date
to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 






    Ex. A-1


     


    

 


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation
Date as set forth in such written instructions as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	Hawks
    Acquisition Corp
	 	 
	 	By:	 
	 	 	Name:
    J. Carney Hawks
	 	 	Title:
    Chief Executive Officer









 


	Acknowledged:
     	 
	 
     	 
	[Representative]
     	 
	 
     	 
	By:	                                                
     	 
	 	Name:
       	 
	 	Title:
       	 









 






    Ex. A-2


     


    

 





EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Hawks Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of [_], 20[_] (the “Trust Agreement”), this is to advise you that
the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s
amended and restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account
held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [insert completion
deadline] as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of
the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the amended and restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Hawks Acquisition Corp
	 	 
	 	By:	 
	 	 	Name: J. Carney Hawks
	 	 	Title: Chief Executive Officer






 


	cc:	[Representative]



 






    Ex. B-1


     


    

 





EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Hawks Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust
Company the “Trustee”), dated as of [_], 20[_] (the “Trust Agreement”), the Company hereby requests
that you deliver to the Company $___________ of the interest income earned on the Property as of the date hereof. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax obligations
as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account
at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Hawks Acquisition Corp
	 	 
	 	By:	        
	 	Name: J. Carney Hawks
	 	Title: Chief Executive Officer






 


	cc:	[Representative] 



 






    Ex. C-1


     


    

 





[EXHIBIT D


 


[Letterhead of Company] 


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Working Capital Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Hawks Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of [_], 20[_] (the “Trust Agreement”), the Company hereby requests
that you deliver to the Company $___________ of the interest income earned on the Property as of the date hereof. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to fund its working
capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	Hawks
    Acquisition Corp
	 	 
	 	By:	 
	 	 	Name:
    J. Carney Hawks
	 	 	Title:
    Chief Executive Officer






 


	cc:	[Representative]



 






    Ex. D-1


     


    

 





EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Stockholder Redemption Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(l) of the Investment
Management Trust Agreement between Hawks Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of [_], 20[_] (the “Trust Agreement”), the Company hereby requests
that you deliver to the redeeming Public Stockholders of the Company $__________ of the principal and interest income earned on the Property
as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders who have
requested redemption of their shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public Stockholders
who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve
an amendment to the Company’s amended and restated Certificate of Incorporation. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very
    truly yours,
	 	 
	 	Hawks
    Acquisition Corp
	 	 
	 	By:	 
	 	 	Name:
    J. Carney Hawks
	 	 	Title:
    Chief Executive Officer






 


	cc:	[Representative]



 






    Ex. E-1