Exhibit 10.1 


 


_____, 2021


USA Acquisition Corp.


1 Embarcadero Center


Suite 950


San Francisco, CA 94111


 


	 	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”) is
being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between USA Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC, as representative
(the “Representative”) of the several underwriters named therein (each an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover
over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock,
par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant
(a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50
per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant
to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S.
Securities and Exchange Commission (the “Commission”), and the Company has applied to have the Units listed
on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of USA Sponsor Acquisition LLC (the “Sponsor”) and the undersigned individuals,
each of whom is a member of the Company’s board of directors and/or management team (each of the undersigned individuals, an “Insider”
and collectively, the “Insiders”), hereby agrees, severally but not jointly, with the Company as follows:


 


1. The Sponsor and each Insider agrees that if the Company seeks stockholder
approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote
any shares of Common Stock (as defined below) owned by it, him or her in favor of any proposed Business Combination (including any proposals
recommended by the Company’s board of directors in connection with such Business Combination) and (ii) not redeem any shares of
Common Stock owned by it, him or her in connection with such stockholder approval. If the Company seeks to consummate a proposed Business
Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares
of Common Stock owned by it, him or her in connection therewith.


 






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2. The Sponsor and each Insider hereby agrees that in the event
that the Company fails to consummate a Business Combination within 18 months from the closing of the Public Offering, or such later
period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of
incorporation (as it may be amended from time to time, the “Charter”), the Sponsor and each Insider
shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the shares of Class A Common Stock
sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price,
payable in cash, equal to the aggregate amount then on deposit 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 to pay dissolution
expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public
Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and
the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under
Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not
propose any amendment to the Charter to modify the substance or timing of the Company’s obligation to allow redemption in
connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not
complete a Business Combination within the required time period set forth in the Charter or with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public
Stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit 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, divided by the number of then outstanding Offering
Shares.


 


The Sponsor and each Insider acknowledges that it, he or she has no
right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result
of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further
waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection
with (A) the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination, or (B) a stockholder vote to approve an amendment to the Charter to modify the substance or
timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to
redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the
Charter or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity or
in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective
affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company
fails to consummate a Business Combination within the time period set forth in the Charter).


 






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3. Notwithstanding the provisions set forth in paragraphs 7(a) and
7(b), during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of Jefferies LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated
thereunder, with respect to, any Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common
Stock (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); provided, however, all
of the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any
current or future independent director of the company (as long as such current or future independent director transferee is subject to
this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors
and officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result
of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this
paragraph 3 or paragraph 7 below, the Company may announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. The provisions of this paragraph will not apply if the
release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by
the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the
transfer.


 


4. In the event of the liquidation of the Trust Account upon the
failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor
(which for purposes of clarification shall not extend to any members or managers of the Sponsor) (the
 “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered (other than the independent registered public accounting firm)
or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of
intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided,
however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such
claims by a third party for services rendered (other than the independent registered public accounting firm) or products sold to the
Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Offering Share and
(ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less
than $10.15 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes
payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the
Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the
Company in writing that it shall undertake such defense.


 






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5. To the extent that the Underwriters do not exercise their over-allotment
option to purchase up to an additional 2,250,000 Units within 45 days from the date of the Prospectus (and as further described in the
Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction,
(i) the numerator of which is 2,250,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 2,250,000. The forfeiture will be adjusted to the extent that the over-allotment option is
not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued
and outstanding shares of Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants
or Private Placement Warrants). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased,
the Company will purchase or sell Units or effect a stock dividend, stock split or repurchase or redemption, as applicable, immediately
prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20.0% of its issued and
outstanding shares of Common Stock upon the consummation of the Public Offering. In connection with such increase or decrease in the size
of the Public Offering, then (A) the references to 2,250,000 in the numerator and denominator of the formula in the first sentence of
this paragraph shall be changed to a number equal to 15% of the number of Offering Shares and (B) the reference to 562,500 in the formula
set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender
to the Company in order for the number of Founder Shares to equal an aggregate of 20.0% of the Company’s issued and outstanding
shares of Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement
Warrants).


 


6. The Sponsor and each Insider hereby agrees and acknowledges that:
(i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his
or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b) and 9, as applicable, of this Letter Agreement (ii) monetary damages may
not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any
other remedy that such party may have in law or in equity, in the event of such breach.




 


7. (a) The Sponsor and each Insider agrees that it, he or she
shall not Transfer any Founder Shares (or any shares of Class A Common Stock issuable upon conversion thereof) until the earlier of
(A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business
Combination, (x) if the closing 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 completion of the Company’s initial Business Combination or (y) the date on which the
Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other
property (the “Founder Shares Lock-up Period”).


 






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(b) The Sponsor and each Insider agrees that it, he or she shall not
Transfer any Private Placement Warrants (or any share of Class A Common Stock issued or issuable upon the exercise of the Private Placement
Warrants), until 30 days after the completion of the Company’s initial Business Combination (the “Private Placement
Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs 7(a) and
(b), Transfers of the Founder Shares, Private Placement Warrants and shares of Class A Common Stock issued or issuable upon the exercise
or conversion of the Private Placement Warrants or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted
transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates
or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates (including
members of the Sponsor’s members), any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual,
by gift to a member of such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s
immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of
descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than
the price at which the securities were originally purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s
organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection
with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to its consummation
of an initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, capital stock exchange
or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class
A Common Stock for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination;
provided, however, that in the case of clauses (a) through (f), these permitted transferees must enter into a written agreement with the
Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions
relating to voting, the Trust Account and liquidating distributions).


 


8. The Sponsor and each Insider represents and warrants that it,
he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects
and does not omit any material information with respect to such Insider’s background. The Sponsor and each Insider represents
and warrants that the questionnaire it, he or she furnished to the Company is true and accurate in all material respects. The
Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii)
relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and it, he or she is not currently a defendant in any such criminal proceeding.


 






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9. Except as disclosed in the Prospectus, neither the Sponsor nor
any Insider, nor any affiliate of the Sponsor or any Insider, shall receive from the Company any finder’s fee, reimbursement,
consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection
with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless
of the type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust
Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000
made to the Company by the Sponsor; reimbursement for office space, secretarial and administrative services, research and other
services provided to us by our sponsor or an affiliate of our sponsor, in the amount of $10,000 per month; reimbursement for any
out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to
finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be
convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The
warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not
been determined and no written agreements exist with respect to such loans.


 


10. The Sponsor and each Insider has full right and power, without
violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any
employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board
of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.


 






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11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Common Stock” shall mean the
Class A Common Stock and the Class B common stock, par value $0.0001 per share, of the Company (“Class B Common
Stock”); (iii) “Founder Shares” shall mean the 4,312,500 shares of Class B Common Stock
issued and outstanding (up to 562,500 shares of which are subject to forfeiture if the over-allotment option is not exercised by
the Underwriters); (iv) “Private Placement Warrants” shall mean the 8,050,000 warrants (or up to 8,837,500
warrants if the over-allotment option is exercised in full) that the Sponsor, certain individual partners of Pelion Venture Partners
and certain funds managed by affiliates of Apollo Global Management, Inc. have agreed to purchase for an aggregate purchase price of
$8,050,000 in the aggregate (or $8,837,500 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private
placement that shall occur simultaneously with the consummation of the Public Offering; (v) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (vi) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the
Private Placement Warrants shall be deposited; and (vii) “Transfer” shall mean the (a) sale of, offer to
sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to
dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or
decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the
Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
specified in clause (a) or (b).


 


12. The Company will maintain an insurance policy or policies providing
directors’ and officers’ liability insurance, and each director and officer shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


13. This Letter Agreement constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof 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 Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error)
as to any particular provision, except by a written instrument executed by (1) each Insider that is the subject of any such change, amendment,
modification or waiver and (2) the Sponsor.


 


14. No party hereto may assign either this Letter Agreement or any
of its rights, interests, or obligations hereunder without the prior written consent of the other parties. 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 Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and
permitted transferees.


 


15. Nothing in this Letter Agreement shall be construed to confer
upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter
Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises
and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors,
heirs, personal representatives and assigns and permitted transferees.


 






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16. This Letter Agreement may be executed in any number of original
or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


 


17. This Letter Agreement shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any
other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend
that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.


 


18. This Letter Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising
out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of
New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection
to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


19. Any notice, consent or request to be given in connection with any
of the terms or provisions of this Letter 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 facsimile or other electronic transmission


 


20. This Letter Agreement shall terminate on the earlier of (i) the
expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier
terminate in the event that the Public Offering is not consummated by [•], 2021; provided further that paragraph 4 of this Letter
Agreement shall survive such liquidation.


[Signature Page Follows]


 






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	 	Sincerely,
	 	USA SPONSOR ACQUISITION LLC
	 	 
	 	By:           , its manager
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	[  ]




 






     


     


    

 


	Acknowledged and Agreed:	 
	USA ACQUISITION CORP.	 
	 	 	 
	By:  	 	 
	 	Name: Edward R. Smith	 
	 	Title: Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]