Exhibit 4.2 


 


NUMBER


C-______


[__] SHARES


 


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP [●]


 


HAWKS ACQUISITION CORP


 


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE


 


CLASS A COMMON STOCK


 


This Certifies that
 is the owner of
 FULLY PAID AND
NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK (the “Class A Common Stock”) OF


 


HAWKS ACQUISITION CORP


 


(THE “CORPORATION”)


 


transferable on the books of the Corporation in person or by
duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation will be forced to offer
to redeem of all the shares of Class A Common Stock in connection with an initial business combination or to redeem all of
the shares of Class A Common Stock if it is unable to complete a business combination by __, 2023 (unless extended pursuant to the
Corporation’s Certificate of Incorporation as in effect at such time), all as more fully described in the Corporation’s
final prospectus dated __, 2021.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.


 


Witness the seal of the Corporation and
the facsimile signatures of its duly authorized officers.


 


	 	 	 
	Secretary	[Corporate Seal] Delaware	Chief Executive
Officer



 






     


     


    

 


HAWKS ACQUISITION CORP


 


The Corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for
the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of
this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT —	Custodian
	 	 	 	 	
	
	 
	TEN ENT	—	as tenants by the entireties	 	(Cust)	(Minor)
	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	
under Uniform Gifts to Minors Act


(State)


 



	 	 	 	 	 	 	 


Additional abbreviations may also be used
though not in the above list.


 


For value received, hereby sells, assigns
and transfers unto


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


Shares of the capital stock represented
by the within Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer the said stock on the books of
the within named Corporation with full power of substitution in the premises.


 


Dated:


 


	 	Notice: The signature to this assignment must correspond
    with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change
    whatever.




 


Signature(s) Guaranteed:


 


By


THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).


 






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In each case, as more fully described in
the Corporation’s final prospectus dated __, 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata
portion of certain funds held in the trust account established in connection with its initial public offering only in the event
that (i) the Corporation redeems the shares of Class A Common Stock sold in the Company’s initial public offering and liquidates
because it does not consummate an initial business combination by __, 2023 (or such later date if such period is extended pursuant
to the Company’s Certificate of Incorporation as in effect at such time), (ii) the Corporation redeems the shares of Class
A Common Stock sold in its initial public offering in connection with a stockholder vote to amend the Corporation’s amended
and restated certificate of incorporation to modify the substance or timing of the Corporation’s obligation to redeem 100%
of the Class A Common Stock if it does not consummate an initial business combination by __, 2023 (or such later date if such period
is extended pursuant to the Company’s Certificate of Incorporation as in effect at such time) or with respect to any other
material provisions relating to stockholders’ rights of pre-initial business combination activity, or (iii) if the holder(s)
seek(s) to redeem for cash his, her or its respective shares of Class A Common Stock in connection with a tender offer (or proxy
solicitation, solely in the event the Corporation seeks stockholder approval of the proposed initial business combination) setting
forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest
of any kind in or to the trust account.


 






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