Exhibit 10.12


 


HAWKS ACQUISITION CORP


600 Lexington Avenue, 9th Floor


New York, NY 10022


 


October 7, 2021


 


GLC Advisors & Co., LLC

600 Lexington Avenue, 9th Floor


New York, NY 10022


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


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. 333-258264) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the
 “Termination Date”):


 


		1.	The Services Provider (and/or any of its affiliates designated by the Services Provider) shall make available, or cause to be made
available, to the Company, at 600 Lexington Avenue, 9th Floor, New York, NY 10022 (or any successor location or, in Services Provider’s
discretion, other existing office locations of the Services Provider or any of its affiliates), certain office space, administrative and
secretarial services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay in advance each month
to the Services Provider the sum of $10,000 per month, commencing on the Listing Date and continuing every 30 days thereafter until the
Termination Date;



 


		2.	In addition to the above, the Company shall reimburse the Services Provider for all reasonable and documented third party out-of-pocket
expenses, costs and disbursements incurred or made by the Services Provider on behalf of the Company in connection with providing the
services described above, including reimbursement of reasonable and documented third party-expenses for professional services, if any,
related to performing such services; and provided that third party expenses for professional services shall not exceed $1,000, without
prior written consent of the Company, which shall not be unreasonably withheld.



 






    


     


    

 


		3.	The Services Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind or nature
as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek
payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this Agreement,
which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account,
and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or
other assets in the Trust Account for any reason whatsoever.



 


The Company acknowledges and agrees that (i) the
Services Provider is an independent contractor for the Company and that the Services Provider is not the actual or implied agent of the
Company; (ii) the rights, duties, obligations, and liabilities of the parties under this Agreement shall be individual, not joint or collective;
(iii) it is not the intention of the parties to create, nor shall this Agreement be deemed or construed to create, a partnership, joint
venture or association or a trust; (iv) the Services Provider shall determine the number of its employees, the selection of its employees,
and the hours of work and the compensation to be paid to its employees used in performing the services to be provided hereunder; and (v)
the Services Provider has the exclusive authority to control and direct the specific means, method, and manner of performance of the details
of any services to be provided hereunder, subject to the other express provisions of this Agreement and the right of the Company to direct
the Services Provider with respect to the ends to be accomplished.


 


The Services Provider shall have no liability to
the Company or any of its affiliates, directors, officers, managers, representatives, agents, members and employees for losses sustained
or liabilities incurred in the performance of the services, except to the extent of liabilities that arise in whole or in part from the
gross negligence or willful misconduct of the Services Provider. The Company shall indemnify, defend, hold harmless, and waives and releases
the Services Provider, its affiliates, and its and their respective directors, officers, managers, representatives, agents, members, and
employees (together with the Service Provider, the “Service Provider Indemnitees”) from and against and in respect
of any and all claims, liabilities, losses, costs, expenses (including reasonable attorneys’ fees and costs), or damages incurred
or suffered by a Service Provider Indemnitee in connection with, arising out of, or relating to, directly or indirectly, its performance
of the Services hereunder, EVEN IF SUCH LIABILITIES OR DAMAGES AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, OR CONCURRENT NEGLIGENCE,
STRICT LIABILITY, OR OTHER FAULT OF THE SERVICE PROVIDER OR ANY OTHER SERVICE PROVIDER INDEMNITEE, except that such indemnity will not
apply in cases in which any such liabilities or damages result from the gross negligence or willful misconduct of the Services Provider
or any other Service Provider Indemnitee. In no event shall Services Provider or any Service Provider Indemnitee be liable to the Company
in an aggregate amount in excess of the amount of fees actually received by the Services Provider pursuant to this Agreement.


 









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The termination or expiration of this Agreement shall not relieve the
Company from any expense, liability or other obligation or remedy therefor that has accrued or attached prior to the Termination Date
and the provisions under the prior paragraph and each successive paragraph, including this paragraph, shall survive the termination or
expiration of this Agreement.


 


This Agreement constitutes the entire agreement and understanding of
the parties hereto in respect of its subject matter 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 Agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by all parties hereto.


 


No party hereto may assign either this Agreement or any of its rights,
interests, or obligations hereunder without the prior written approval of the other party; provided that the Services Provider may assign
this Agreement or any of its rights, interests or obligations hereunder to an affiliate without the prior written approval of the Company.
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 Agreement constitutes the entire relationship of the parties hereto
with respect to the subject matter described herein and any litigation between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by and construed in accordance with, and interpreted pursuant to, the laws of the State of New York,
without giving effect to its choice of law principles, and shall be held in New York County, New York, or as mutually agreed by the parties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. EACH PARTY HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY
UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE OTHER PARTIES HERETO. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.


 


The terms of this Agreement have been negotiated by the parties hereto,
who have each been represented by counsel, there shall be no presumption that any of the provisions of this Agreement shall be construed
adverse to any party as “drafter” in the event of a contention of ambiguity in this Agreement, and the parties waive any statute
or rule of law to such effect.


 









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This Agreement may be executed in one or more counterparts, including
by electronic means, 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.


 


[Signature page follows]


 






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




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	GLC ADVISORS & CO., LLC	 
	 	 
	By:	/s/ J. Soren Reynertson	 
	 	Name:  J. Soren Reynertson	 
	 	Title:   Managing Director	 




 


[Signature Page to Administrative
Services Agreement]