Exhibit 4.1


 


NUMBER OF UNITS


U-            


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [_________]


 


HAWKS ACQUISITION CORP



UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND

ONE-THIRD OF ONE REDEEMABLE PUBLIC WARRANT, EACH WHOLE PUBLIC WARRANT ENTITLING THE


HOLDER TO PURCHASE ONE SHARE OF

CLASS A COMMON STOCK


 


THIS CERTIFIES THAT          is the owner of Units.


 


Each Unit (“Unit”)
consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Hawks Acquisition
Corp, a Delaware corporation (the “Company”), and one-half (1/2) of one public warrant (each whole public warrant
a “ Public Warrant”). Each whole Public Warrant entitles the holder to purchase one (1) share (subject to adjustment)
of Common Stock for $11.50 per share (subject to adjustment). Only whole Public Warrants are exercisable. Each whole Public Warrant will
become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each, a “Business
Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire
unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes
its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Common Stock
and Public Warrants comprising the Units represented by this certificate are not transferable separately prior to [●], 2021, unless
[Representative] elects to allow earlier separate trading, subject to the Company’s filing of a Current Report on Form 8-K with
the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the Company’s initial public offering and issuing a press release announcing when separate trading will begin. No fractional
Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The terms of the Public Warrants
are governed by Public Warrant Agreement, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time,
the “Public Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, as Warrant
Agent (in such capacity, the “Warrant Agent”), and are subject to the terms and provisions contained therein, all
of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Public Warrant Agreement
are on file at the office of the  Warrant Agent at One State Street, 30th Floor, New York, New York 10014, and are available
to any Public Warrant holder on written request and without cost.


 


Upon the consummation of the Company’s
initial Business Combination, the Units represented by this certificate will automatically separate into the shares of Common Stocks
and Public Warrants comprising such Units.


 


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


 


This certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signature of its duly authorized officers.


 


	 	 	 
	Secretary	 	Chief Executive Officer



 






     


     


    

 


HAWKS ACQUISITION CORP


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


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 sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR


OTHER


IDENTIFYING NUMBER OF ASSIGNEE


 


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


 


Units represented by the within Certificate, and do hereby
irrevocably constitute and appoint


 


Attorney to transfer the said Units on the books of the within
named Company 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:	 
	 	 
	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 Company’s
final prospectus dated [_], 2021, the holder(s) of the Company’s Class A common Stock shall be entitled to receive a pro-rata
portion of certain funds held in the trust account established in connection with the Company’s initial public offering only
in the event that (i) the Company redeems the shares of Class A common stock sold in its 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 Company redeems the shares of Class A
common stock in connection with an initial business combination (including the release of funds to pay any amounts due to any public
stockholders who properly exercise their redemption rights in connection therewith), (iii) the Company redeems the shares of Class
A common stock sold in its initial public offering 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 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 or pre-initial business combination activity, or (iv) 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 Company 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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