INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2021 • USA Acquisition Corp. • Blank checks • New York
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”).
USA Acquisition Corp.Letter Agreement • December 22nd, 2021 • USA Acquisition Corp. • Blank checks
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 3rd, 2021 • USA Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between USA Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT USA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • December 22nd, 2021 • USA Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between USA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 3rd, 2021 • USA Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [_______], 2021, by and among USA Acquisition Corp., a Delaware corporation (the “Company”), USA Sponsor Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and [APOLLO ENTITY] (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 3rd, 2021 • USA Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between USA Acquisition Corp., a Delaware corporation (the “Company”), and USA Sponsor Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2021 • USA Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among USA Acquisition Corp., a Delaware corporation (the “Company”), USA Sponsor Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
15,000,000 Units USA Acquisition Corp. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2021 • USA Acquisition Corp. • Blank checks • New York
Introductory. USA Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 15,000,000 units of the Company (the “Units”). The 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,250,000 Units as provided in Section 2. The additional 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offerin
USA Acquisition Corp.USA Acquisition Corp. • December 3rd, 2021 • Blank checks • New York
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, up
Re: Forward Purchase AgreementUSA Acquisition Corp. • December 3rd, 2021 • Blank checks • New York
We are pleased to accept the offer the undersigned subscribers (each individually, the “Subscriber” and collectively, the “Subscribers”) have made to USA Acquisition Corp., a Delaware corporation (the “Company”), to purchase the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), and one-half of one redeemable warrant (the “Warrants”), in an aggregate amount equal to up to 4,000,000 Units, subject to the terms and conditions set forth in this Agreement (as defined below), allocated to the Subscribers on a ratable basis based upon the percentages set forth on Schedule 1 attached hereto. Each whole Warrant is exercisable to purchase one Share at an exercise price of $11.50 per Share during the period commencing thirty (30) days following the consummation of the Company’s Business Combination (as defined below) and expiring on the five-year anniversary of the consummation of the Business Combination.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 22nd, 2021 • USA Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among USA Acquisition Corp., a Delaware corporation (the “Company”), and the parties listed on the signature page hereto (the “Purchasers”).
USA ACQUISITION CORP.Letter Agreement • December 3rd, 2021 • USA Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between USA Acquisition Corp. (the “Company”) and USA Sponsor Acquisition LLC (“USA Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
