Exhibit 10.6


 


USA ACQUISITION CORP.


70 E 55th Street


New York, NY 10022


 


May 24, 2021


 


USA Sponsor Acquisition LLC 


70 E 55th Street


New York, NY 10022


 


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”)
has made to purchase 5,750,000 shares of the Company’s Class B common stock (the “Founder 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 the Subscriber if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the
registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”)
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, as amended to the date hereof (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 Founder Shares
and shall be deemed to include any shares of Class A Common Stock issued upon conversion of the Founder Shares. The terms (this “Agreement”)
on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Founder Shares, are as follows:


 


1.            Purchase
of Founder Shares.


 


For the sum of $25,000 (the “Purchase Price”), which
the Company acknowledges receiving in cash, the Company hereby sells and issues the Founder Shares to the Subscriber, and the Subscriber
hereby purchases the Founder Shares from the Company, subject to the forfeiture provisions of Section 3 below, 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 Founder 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, (iii) any law, statute,
rule or regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the
Subscriber is subject.


 






     


     


    

 


2.1.3            Organization
and Authority. The Subscriber is a Delaware limited liability company, 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 will be 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).


 


2.1.4            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.


 


2.1.5            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 or
its prospects.


 


2.1.6            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 federal and state law.


 


2.1.7            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
of Regulation D under the Securities Act.


 






     


     


    

 


2.1.8            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 under the Securities Act or an exemption therefrom, 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 Founder Shares 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.


 


2.1.9            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.


 


2.2           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 Founder Shares have been duly authorized and reserved for issuance
upon such conversion.


 






     


     


    

 


3.            Forfeiture
of Founder 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 Founder 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 Founder Shares (up to an aggregate of 750,000 Founder 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), collectively with all other initial stockholders of the Company prior to the IPO, if any, will own an aggregate
number of Founder 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 Founder Shares are forfeited in accordance with this Section 3, then after such time
the Subscriber (or its successor in interest), shall no longer have any rights as a holder of such forfeited Founder Shares, and the
Company shall take such action as is appropriate to cancel such forfeited Founder Shares.


 


3.3           Share
Certificates. In the event an adjustment to the Original Certificates, if any, is required pursuant to this Section 3, then
the Subscriber shall return such Original Certificates 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 Founder 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 Founder 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 securities of the Company issued in the IPO in the aftermarket, any additional Common Stock so purchased shall be eligible
to receive any liquidating distributions from the Trust Account by the Company. However, in no event will the Subscriber have the right
to redeem any shares of Common Stock 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”) to be entered into between the Subscriber and the Company (which will also contain other agreements with respect to
the Securities) in connection with the consummation of the IPO, 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 thereunder and with all applicable state securities laws.


 






     


     


    

 


5.2           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 LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP
PERIOD.”


 


5.3           Additional
Founder Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than Common Stock, a spin-off, a stock 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.


 


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, and (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 to be entered into with respect to the Securities, each substantially in the form to be filed as an
exhibit to the Registration Statement, 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.


 


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 hold 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 sections 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 section 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.            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 this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	USA ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	W. Carter McClelland
	 	Title:	Chairman




 


	USA SPONSOR ACQUISITION LLC	 
	 	 
	By:	 	 
	Name:	Edward R. Smith	 
	Title:	Chief Executive Officer	 




 


[Signature
Page to Securities Subscription Agreement]