Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of [•], 2021 by and between USA Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).


 


WHEREAS, the Company’s registration statement on Form S-1,
File No. 333- [•] (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering (the “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 (“Common
Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of
Common Stock, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company has entered into an Underwriting Agreement (the
 “Underwriting Agreement”) with Jefferies LLC (the “Underwriter”);


 


WHEREAS, as described in the Prospectus, $152,250,000 of the net proceeds
of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or up to $175,087,500 if the Underwriter’s
over-allotment option is exercised in full) will be, after deducting $3,000,000 in underwriting discounts and commissions payable upon
the closing of this offering (or up to $3,450,000 if the Underwriter’s over-allotment option is exercised in full) and an aggregate
of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of
this Offering, 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”);


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property
equal to $5,250,000, or $6,037,500 if the Underwriter’s over-allotment option is exercised in full, is attributable to deferred
underwriting discounts and commissions that will be payable by the Company to the Underwriter 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 [•] (or at another U.S.
chartered commercial bank with consolidated assets of $100 billion or more), maintained by the Trustee 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 solely in 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, it being understood that
the Trustee has no obligation to monitor or question the Company’s determination that an investment is in compliance with the foregoing
clause; and the Company shall not instruct the Trustee to 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 and 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 Underwriter 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;


 


(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, Chief Financial Officer, Secretary or Chairman of the board of directors of the
Company (the “Board”) or other authorized officer of the Company, 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 and not previously
released to the Company to pay its taxes (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 (1) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation, as amended from time to time, 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 as Exhibit B and the Property in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (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 by electronic funds transfer or other method of prompt
payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal
amount per share initially deposited in the Trust Account; 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 (it being acknowledged and agreed that any such amount in excess of interest income
earned on the Property shall not be payable from 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;


 


(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 “Stockholder
Redemption Withdrawal Instruction”), the Trustee shall distribute to or 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 to modify the
substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to
redeem 100% of the Company’s shares of Common Stock included in the Units sold in the Offering (the ‘“public
shares”) if the Company has not consummated an initial Business Combination within such time period as is described in the
Company’s amended and restated certificate of incorporation or with respect to any other provision 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


 






     


     


    

 


(l) Not make any withdrawals or distributions from the Trust Account
other than pursuant to Section 1(i)-(k) 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, Chief Executive Officer, Chief Financial Officer, or Secretary. In addition, except
with respect to its duties under Section 1(i)-(k) 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
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 in any way 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 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, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without
the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action
with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule A hereto,
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 it is distributed to the Company pursuant to Sections 1(i)-(j) hereof. The Company
shall pay the Trustee the fees pursuant to this Section 2(c) 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 any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
involving the Company and one or more businesses (a “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 Underwriter 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 Underwriter,
ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form
of Exhibit A expressly provides that the Deferred Discount be paid directly to the account or accounts directed by the Underwriter;
and


 


(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.


 


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;


 






     


     


    

 


(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 gross negligence, fraud or willful misconduct, and in no event shall the Trustee be liable for the selection of
investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior
to its maturity date or the failure of the Company to provide timely written investment instruction;


 


(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 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 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, 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)-(k) hereof.


 


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. 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 (whether following the Trustee giving notice that it
desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under 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, 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;


 






     


     


    

 


(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 business days
of the date of this Agreement, in which case any funds received by the Trustee from the Company or USA Sponsor Acquisition LLC, 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 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.


 


(b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York.


 


(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Subject to Section 6(d) 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) This Agreement or any provision hereof may only be changed,
amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders. 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 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 (or any successor rule), who hold sixty-five percent (65%) or more of the 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. No such amendment will affect any Public Stockholder who has otherwise
indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement or the
amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption
in connection with its initial Business Combination or to redeem 100% of the Common Stock if the Company does not complete its initial
Business Combination within the time frame specified in the Company’s amended and restated certificate of incorporation or with
respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. Except for any liability
arising out of the Trustee’s 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, 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.


 






     


     


    

 


(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 electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


USA Acquisition Corp.


1 Embarcadero Center


Suite 950


San Francisco, CA 94111 


Attn: Edward R. Smith


 


in each case, with copies to:


 


Paul Hastings LLP


200 Park Avenue


New York, NY 10166


Attn.: Frank Lopez


 


and


 


Sullivan & Cromwell LLP


125 Broad Street


New York, NY 10004


Attn: John E. Estes & Jared Fishman


 


and


 


Jefferies LLC


520 Madison Avenue


New York, NY 10022


Attn.: General Counsel


Facsimile: (646) 619-4437


 


(g) This Agreement may not be assigned by the Trustee without
the prior consent of the Company.


 


(h) 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.


 


(i) This Agreement is the joint product of the Trustee and the
Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not
be construed for or against any party hereto.


 


(j) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery
of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(k) Each of the Company and the Trustee hereby acknowledges and
agrees that the Underwriter is a third-party beneficiary of this Agreement.


 


(l) Except as specified herein, no party to this Agreement may
assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






     


     


    

 


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, LLC, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	USA ACQUISITION CORP
	 	 	 
	 	By:	 
	 	 	Name:	Edward R. Smith
	 	 	Title:	Chief Executive Officer



 


[Signature Page to Investment Management
Trust Agreement]


 



     


     


    




SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Trustee administration fee	 	Initial closing of Offering by wire transfer.	 	$	 	[8,000]










 






     


     


    

 


EXHIBIT A


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company, LLC


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account No. [ ] - Termination
Letter


 


Dear [•]:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between USA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, LLC (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [•] (the “Target Business”) to
consummate a business combination with the Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as
you may agree) 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 on [insert date] and to transfer the proceeds to a segregated
account held by you at [______] on behalf of the Beneficiaries 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 Underwriter (with respect to the Deferred Discount)).


 


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 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 by the Chief Executive Officer, Chief Financial Officer, or Chairman, 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 Underwriter 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 redemption rights and payment of the Deferred Discount directly to the account
or accounts directed by the Underwriter from the Trust Account (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.


 


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 notice as soon thereafter as possible.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	USA Acquisition Corp. 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Jefferies LLC


 






     


     


    

 


EXHIBIT B


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company, LLC


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account No. [ ] - Termination
Letter


 


Dear [•]:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between USA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, LLC (the “Trustee”), dated as of [____], 2021 (the “Trust Agreement”), this
is to advise you that the Company has been unable to effect a business combination with a target business (the “Business Combination”)
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 at [______] on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected [•]1 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 Company’s 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,
	 	USA Acquisition Corp. 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Jefferies LLC


 


	1	18 months from the closing of the Offering or such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation. 


 






     


     


    

 


EXHIBIT C


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company, LLC


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account No. [ ] - Tax Payment
Withdrawal Instruction


 


Dear [•]:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between USA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, LLC (the “Trustee”), dated as of [____] , 2021 (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,
	 	USA Acquisition Corp. 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Jefferies LLC


 






     


     


    

 


EXHIBIT D


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company, LLC


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account – Stockholder Redemption
Withdrawal Instruction


 


Dear [•]:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between USA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, LLC (the “Trustee”), dated as of [____], 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $[•] of the principal and
interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. 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 to modify the substance or timing of the Company’s obligation
to allow redemptions in connection with its initial Business Combination or to redeem 100% of the Company’s public shares of Common
Stock if the Company has not consummated an initial Business Combination within such time period as is described in the Company’s
amended and restated certificate of incorporation or with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries.


 


	 	
    

    Very truly yours,

	 	USA Acquisition Corp. 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Jefferies LLC