Exhibit 10.5


 


USA Acquisition Corp.


1 Embarcadero Center 

Suite 950 

San Francisco, CA 94111


 


May 24, 2021


 


USA Sponsor Acquisition LLC


1 Embarcadero Center


Suite 950


San Francisco, CA 94111


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


USA Acquisition Corp., a Delaware corporation (the “Company”),
is pleased to accept the offer USA Sponsor Acquisition LLC, a Delaware limited liability company (the “Subscriber”
or “you”), has made to purchase 5,750,000 shares of the Company’s Class B common stock (the “Shares”),
$0.0001 par value per share (the “Class B Common Stock”), up to 750,000 of which are subject to complete
or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if
any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this
Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock, and the Company’s
Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s
certificate of incorporation (the “Charter”), shares of Class B Common Stock will automatically convert
into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the
Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Shares and shall
be deemed to include any shares of Class A Common Stock issued upon conversion of the Shares. The terms (this “Agreement”)
on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Shares, are as follows:


 


1.
PURCHASE OF SHARES. For the sum of $25,000, which the Company acknowledges receiving in cash, the Company hereby sells
and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the
terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement,
the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the Shares
(the “Original Certificate”), or effect such delivery in book-entry form.


 


2.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS.


 


2.1 Subscriber’s Representations, Warranties and Agreements.
To induce the Company to issue the Securities to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees
with the Company as follows:


 


2.1.1 No Government Recommendation or Approval. The Subscriber
understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Securities.


 


2.1.2 No Conflicts. The execution, delivery and performance
of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to
which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement,
order, judgment or decree to which the Subscriber is subject.


 


2.1.3 No Governmental Consents. No governmental, administrative
or other third party consents or approvals are required, necessary or appropriate on the part of the Subscriber in connection with the
transactions contemplated by this Agreement.


 






     


     


    

 


2.1.4 Organization and Authority. The Subscriber is a Delaware
limited liability company, duly organized, validly existing and in good standing under the laws of Delaware and possesses all requisite
power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement
is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement
of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding
at law or in equity).


 


2.1.5 Experience, Financial Capability and Suitability. The
Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities
and (ii) able to bear the economic risk of its investment in the Securities for an indefinite period of time because the Securities
have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under
the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of
its investment in the Company and has the capacity to protect its own interests. The Subscriber must bear the economic risk of this investment
until the Securities are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption
from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Securities
and to afford a complete loss of the Subscriber’s investment in the Securities.


 


2.1.6 Access to Information; Independent Investigation. Prior
to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives
of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and
the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make
this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business
based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber
understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant
to this Section 2, and the Subscriber has not relied on any other representations or information in making its investment
decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.1.7 Regulation D Offering. The Subscriber represents that
it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance
on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation
D under the Securities Act or similar exemptions under state law.


 


2.1.8 Investment Purposes. The Subscriber is purchasing the
Securities solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person,
and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a
result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.


 


2.1.9 Restrictions on Transfer; Shell Company. The
Subscriber understands the Securities are being offered in a transaction not involving a public offering within the meaning of the
Securities Act. The Subscriber understands the Securities will be “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that the certificates or book-entries
representing the Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer,
resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only
pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. The Subscriber
agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such
transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent
registration or an exemption, the Subscriber agrees not to resell the Securities. The Subscriber further acknowledges that because
the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until at least
one year following consummation of the initial business combination of the Company, despite technical compliance with the
requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 






     


     


    

 


2.2 Company’s Representations, Warranties and Agreements.
To induce the Subscriber to purchase the Securities, the Company hereby represents and warrants to the Subscriber and agrees with the
Subscriber as follows:


 


2.2.1 Organization and Corporate Power. The Company is a Delaware
corporation and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.2.2 No Conflicts. The execution, delivery and performance
of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the Charter or bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is
a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or
decree to which the Company is subject.


 


2.2.3 Title to Securities. Upon issuance in accordance with,
and payment pursuant to, the terms hereof, the Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Securities, free
and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements
to which the Securities may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims
or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4 No Adverse Actions. There are no actions, suits, investigations
or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation
of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions
or seek to recover damages or to obtain other relief in connection with any transactions.


 


2.2.5 Authorization. The shares of Class A Common Stock
issuable upon conversion of the Shares have been duly authorized and reserved for issuance upon such conversion.


 


3.
FORFEITURE OF SHARES.


 


3.1 Partial or No Exercise of the Over-allotment Option. In
the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees
that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires
(or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number
of Shares (up to an aggregate of 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that
immediately following such forfeiture, the Subscriber (and any such transferees) will own an aggregate number of Shares equal to 20% of
the issued and outstanding Common Stock immediately following the IPO.


 


3.2 Termination of Rights as Stockholder. If any of the Shares
are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no
longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited
Shares.


 


3.3 Share Certificates. In the event an adjustment to the
Original Certificate, if any, is required pursuant to this Section 3, then the Subscriber shall return such Original
Certificate to the Company or its designated agent as soon as practicable upon its receipt of notice from the Company advising the
Subscriber of such adjustment, following which a new certificate (the “New Certificate”), if any, shall be
issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any, shall be
returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber
shall be made in book-entry form.


 






     


     


    

 


4.
WAIVER OF LIQUIDATION DISTRIBUTIONS; REDEMPTION RIGHTS. In connection with the Shares purchased pursuant to this Agreement,
the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the
trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company
upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber
purchases securities in the IPO or in the aftermarket, any shares of Class A Common Stock so purchased shall be eligible to receive
any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of Common Stock
held by it into funds held in the Trust Account upon the successful completion of an initial business combination.


 


5.
RESTRICTIONS ON TRANSFER.


 


5.1 Securities Law Restrictions. In addition to any restrictions
to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to
the closing of the IPO by and between the Subscriber and the Company, the Subscriber agrees not to sell, transfer, pledge, hypothecate
or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form
under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be
effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities
and Exchange Commission (the “SEC”) thereunder and with all applicable state securities laws.


 


5.2 Lock-up. The Subscriber acknowledges that the Securities
will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter. Pursuant to the Insider
Letter, the Subscriber will agree (subject to certain customary exceptions) not to sell, transfer, pledge, hypothecate or otherwise dispose
of all or any part of the Securities until the earlier to occur of: (a) one year after the completion of the Company’s initial
business combination, (b) if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the Company’s initial business combination or (c) the date on which the Company consummates
a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Company’s initial business
combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property.


 


5.3 Restrictive Legends. All certificates representing the Securities
shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR
SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS
AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”


 


5.4 Additional Shares or Substituted Securities. In the event
of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Common Stock, a spin-off,
a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding
Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of
such transaction distributed with respect to any Securities subject to this Section 5 or into which such Securities thereby
become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number and/or class of Securities subject to this Section 5
and Section 3.


 


5.5 Registration Rights. The Subscriber acknowledges that the
Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable
only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company
prior to the closing of the IPO (the “Registration Rights Agreement”).


 






     


     


    

 


6.
OTHER AGREEMENTS.


 


6.1 Further Assurances. The Subscriber agrees to execute such
further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


6.2 Notices. All notices, statements or other documents which
are required or contemplated by this Agreement shall be in writing and delivered (i) personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by
facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such
party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail
address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given
on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or
electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing
if sent by mail.


 


6.3 Entire Agreement. This Agreement, together with that certain
Insider Letter to be entered into between the Subscriber and the Company and the Registration Rights Agreement, each substantially in
the form to be filed as an exhibit to the registration statement on Form S-1 filed with the SEC, embodies the entire agreement and
understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written
agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of
any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions
of this Agreement.


 


6.4 Modifications and Amendments. The terms and provisions of
this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5 Waivers and Consents. The terms and provisions of this Agreement
may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits
of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any
other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific
instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.


 


6.6 Assignment. The rights and obligations under this Agreement
may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7 Benefit. All statements, representations, warranties, covenants
and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and
permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among
the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.


 


6.8 Governing Law. This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly performed
within the borders of such state, without giving effect to the conflict of law principles thereof.


 


6.9 Severability. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any
respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited
shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable,
the remaining provisions of this Agreement shall nevertheless remain in full force and effect.


 






     


     


    

 


6.10 No Waiver of Rights, Powers and Remedies. No failure or
delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto,
shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy
under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election
of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice
to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other
or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or
demand to any other or further action in any circumstances without such notice or demand.


 


6.11 Survival of Representations and Warranties. All representations
and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated
hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.


 


6.12 No Broker or Finder. Each of the parties hereto represents
and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement
or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify
and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant
or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending
against any such claim.


 


6.13 Headings and Captions. The headings and captions of the
various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction
of any of the terms or provisions hereof.


 


6.14 Counterparts. This Agreement may be executed in one or
more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such signature page were an original thereof.


 


6.15 Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or
disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words
in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words
 “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of
the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such
party hereto is in breach of the first representation, warranty, or covenant.


 


6.16 Mutual Drafting. This Agreement is the joint product of
the Subscriber 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.


 






     


     


    

 


7.
VOTING AND TENDER OF SHARES. The Subscriber agrees to vote the Shares in favor of an initial business combination that
the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to any
of the Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s
stockholders in connection with an initial business combination negotiated by the Company.


 


8.
INDEMNIFICATION. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 






     


     


    

 


If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of the Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	USA ACQUISITION CORP.
	 	 
	 	By:  	 
	 	Name:  	Edward R. Smith
	 	Title:	Chief Executive Officer





 


	USA SPONSOR ACQUISITION LLC	 
	 	 
	By: [                         ], its manager	 
	 	 	 
	By:  	 	 
	Name:  	Edward R. Smith	 
	Title:	Authorized Signatory	 


 


[Signature
Page to Subscription Agreement]