Exhibit 4.4 


 


WARRANT AGREEMENT 


 


USA ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated , 2021


 


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 corporation, as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, it is proposed that the Company enter into that certain
Private Placement Warrants Purchase Agreement, with USA Sponsor Acquisition LLC, a Delaware limited liability company (the
 “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 6,647,500 warrants (or up to
7,395,625 warrants if the underwriters in the Offering (defined below) exercise their Over-allotment Option (as defined below) in
full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the
legend set forth in Exhibit B hereto (all such warrants, the “Private Placement Warrants”) at a
purchase price of $1.00 per Private Placement Warrant. and


 


WHEREAS, it is proposed that the Company enter into that certain
Private Placement Warrants Purchase Agreement with certain individual partners and principals of Pelion Venture Partners
(“Pelion,” and such individual partners and principals, the “Pelion Investors”),
pursuant to which the Pelion Investors will purchase an aggregate of 1,000,000 Private Placement Warrants simultaneously with the
closing of the Offering (as defined below) at a purchase price of $1.00 per Private Placement Warrant; and


 


WHEREAS, certain funds managed by affiliates of Apollo Global
Management, Inc. (collectively, the “Anchor Investors”) have committed to purchase 402,500 Private Placement Warrants
(or up to 441,875 warrants if the underwriters in the Offering exercise their Over-allotment Option in full) simultaneously with the
closing of the Offering (and the closing of the Over-allotment Option, if applicable) at a purchase price of $1.00 per Private
Placement Warrant, and have a right to receive additional Private Placement Warrants at the closing of the Offering; and


 


WHEREAS, each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock (as defined below) at a price
of $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, in connection with the consummation of the Offering, the
Company will enter into that certain Forward Purchase Agreement with the Anchor Investors, pursuant to which the Anchor Investors will
have the option to purchase warrants bearing the legend set forth in Exhibit C hereto (the “Forward Purchase Warrants”)
in a private placement transaction to occur concurrently with the closing of the Company’s initial Business Combination (as defined
below); and


 


WHEREAS, in order to finance the Company’s transaction costs
in connection with an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor or an
affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds
as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private
Placement Warrants at a price of $1.00 per Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial public offering
(the “Offering”) of units of the Company’s equity securities, each such unit comprised of one share
of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of one
Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and
deliver up to 8,625,000 redeemable warrants (including up to 1,125,000 redeemable warrants subject to the Over-allotment Option) to
public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants
and the Forward Purchase Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock
for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public
Warrants will not be able to exercise any fraction of a Warrant; and


 


WHEREAS, the Company has filed with the Securities and Exchange Commission
(the “Commission”) a registration statement on Form S-1, File No. 333-[•] and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the Common Stock included in the Units; and


 


WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption
and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the form and provisions
of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities
of the Company, the Warrant Agent and the holders of the Warrants; and





 






     


     


    

 


WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical
certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and
delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to
perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant. Each Warrant shall initially be issued
in registered form only.


 


2.2. Effect of Countersignature. If a physical certificate is
issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of
no effect and may not be exercised by the holder thereof.


 


2.3. Registration.


 


2.3.1. Warrant Register. The Warrant Agent shall maintain books
(the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants.
Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of
the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the
Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make its book-entry settlement
system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation
each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates
in physical form evidencing such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto
as Exhibit A.


 


Physical certificates, if issued, shall be signed by, or bear the facsimile
signature of, the Chairman of the Board, Chief Executive Officer or other principal officer of the Company. In the event the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2. Registered Holder. Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in
the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented
thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 


2.4. Detachability of Warrants. The shares of Common Stock
and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such
52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal
business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the
 “Detachment Date”) with the consent of Jefferies LLC, but in no event shall the shares of Common Stock
and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the
Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including
the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering
(the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report
on Form 8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.


 






     


     


    

 


2.5. Fractional Warrants. The Company shall not issue fractional
Warrants other than as part of the Units, each of which is comprised of one share of Common Stock and one-half of one whole Public Warrant.
If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional
Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6. Private Placement Warrants. The Private Placement
Warrants shall be identical to the Public Warrants, except that: (i) the Private Placement Warrants may be exercised for cash or on
a “cashless basis,” pursuant to subsection 3.3.1(b) hereof, (ii) the Private Placement Warrants and the shares of
Common Stock issuable upon exercise of the Private Placement Warrants may be subject to certain transfer restrictions contained in
the letter agreement by and among the Company, the Sponsor and the other parties thereto, as amended from time to time, the
subscription agreement among the Company, the Sponsor and the Anchor Investors and the private placement warrant purchase agreement
between the Company and the Pelion Investors, and may not be transferred, assigned or sold until thirty (30) days after the
completion by the Company of an initial Business Combination, (iii) the Private Placement Warrants shall not be redeemable by the
Company pursuant to Section 6.1 hereof and (iv) the Private Placement Warrants shall only be redeemable by the Company
pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment
in compliance with Section 4 hereof) provided, however, that in the case of clause (ii), the Private Placement Warrants and
any shares of Common Stock held by the Sponsor, the Anchor Investors, the Pelion Investors or any of their Permitted Transferees (as
defined below) that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


(a)   to the
Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
affiliate of the Sponsor, the Anchor Investors or the Pelion Investors or any employees of such affiliates, or to any member(s) of
the Sponsor, the Anchor Investors or the Pelion Investors or any affiliates of such members and, in the case of such securities held by the Anchor Investors, to any Anchor Investor's affiliates, to any investment fund or other
entity controlled or managed by an Anchor Investor, or to any investment manager or investment advisor of an Anchor Investor or an affiliate
of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons;


(b)    in the case of an individual, by
gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such
individual’s immediate family, or an affiliate of such individual or to a charitable organization;


(c)   in the case of an
individual, by virtue of the laws of descent and distribution upon death of such individual;


(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, the Anchor Investors' or the Pelion Investors' limited liability company
agreement (or other organizational document) upon dissolution of the Sponsor, the Anchor Investor or the Pelion Investor, as
applicable;


(g)   to the Company for no value for cancellation in connection
with the completion of its initial Business Combination;


(h)   in the event of our liquidation prior to our consummation of our
initial business combination; or


(i)   in the event of the Company’s liquidation, merger,
capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of
its initial Business Combination;


provided, however,
that, in the case of clauses (a) through (f) prior to such registration for transfer, the Warrant Agent shall be presented with
written documentation pursuant to which any such transferee (the “Permitted Transferees”) must enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


2.7. Forward Purchase Warrants. The Forward Purchase Warrants
shall have the same terms and be in the same form as the Private Placement Warrants as set forth herein.


 


3. Terms and Exercise of Warrants.


 


3.1. Warrant Price. Each whole Warrant shall entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of
Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per
share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described
in the prior sentence at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than fifteen Business
Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law);
provided that the Company shall provide at least five days’ prior written notice of such reduction to Registered Holders of the
Warrants; and provided further, that any such reduction shall be identical among all of the Warrants.


 


3.2. Duration of Warrants. A Warrant may be exercised only during
the period (the “Exercise Period”) (A) commencing on the date that is thirty (30) days after the first date on which
the Company completes a Business Combination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the
date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the
Company in accordance with the Company’s amended and restated certificate of incorporation (as amended from time to time, the “Charter”),
if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants with respect
to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below)
as provided in Section 6.3 hereof (such date, the “Expiration Date”) ; provided, however, that
the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2
below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the
right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor
or its Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or
exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) in the event of a redemption
(as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor or its Permitted
Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) not exercised on or before the Redemption
Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New
York City time on the Redemption Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Redemption
Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered
Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 






     


     


    

 





3.3. Exercise of Warrants.


 


3.3.1. Payment. Subject to the provisions of the Warrant and
this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust
department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by
a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account
of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time,
(ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant,
properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry
Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of
the Warrant Price for each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common
Stock, as follows:


 


(a) in lawful money of the United States, in good certified check or
good bank draft payable to the order of the Warrant Agent;


 


(b) with respect to any Private Placement Warrant, by surrendering
the Warrants for that number of shares of Common Stock equal to (i) if in connection with a redemption of Private Placement Warrants pursuant
to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii)
in all other scenarios, the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(b)) less
the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor
Exercise Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending
on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;


 


(c) as provided in Section 6.2 hereof with respect to a Make-Whole
Exercise; or


 


(d) as provided in Section 7.4 hereof.


 


3.3.2. Issuance of Common Stock on Exercise. As soon as practicable
after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection
3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for
the number of whole shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by
him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry
position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall
have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4 hereof or a valid exemption from registration is available. No Warrant shall be exercisable
and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable
upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities
laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered
Holder of Warrants may exercise its Warrants only for a whole number of shares of Common Stock. The Company may require holders of Public
Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4 hereof. If, by reason of any exercise
of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common
Stock to be issued to such holder.


 


3.3.3. Valid Issuance. All shares of Common Stock issued upon
the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4. Date of Issuance. Each person in whose name any
book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all purposes be deemed to have
become the holder of record of such shares of Common Stock on the date on which the Warrant, or book-entry position representing
such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in
the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books
of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.


 






     


     


    

 


3.3.5. Maximum Percentage. A holder of a Warrant may notify
the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder
of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder,
the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such
Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the
aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of
Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned
by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as
set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other
public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by
the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”),
setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of
the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common
Stock then outstanding. In any case, the number of issued and outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of issued and outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time
to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1. Stock Dividends.


 


4.1.1. Split-Ups. If after the date hereof, and subject to
the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock is increased by a stock
dividend of shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date
of such stock dividend, share split-ups or similar event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering made to
all or substantially all holders of Common Stock entitling holders to purchase shares of Common Stock at a price less than the
 “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock
equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for shares of Common Stock) multiplied by
(ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the
Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for shares of Common Stock, in determining the price payable for shares of Common Stock, there shall be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) “Historical Fair Market Value” means the volume weighted average price of the Common Stock during the ten
(10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock
shall be issued at less than their par value.


 






     


     


    

 


4.1.2. Extraordinary Dividends. If the Company, at any time
while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of Common Stock a dividend or makes
a distribution in cash, securities or other assets on account of such shares of Common Stock (or other shares into which the Warrants
are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to
satisfy the redemption rights of the holders of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy
the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Charter (i) 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 Company’s public shares if it does not complete its initial Business Combination within the time period set
forth in the Charter, or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity, or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination
and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when
combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common
Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50
(which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common
Stock issuable on exercise of each Warrant).


 


4.2. Aggregation of Shares. If after the date hereof, and subject
to the provisions of Section 4.6 hereof, the number of issued and outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of
such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding shares of Common Stock.


 


4.3. Adjustments in Exercise Price. Whenever the number of shares
of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.4. Raising of the Capital in Connection with the Initial
Business Combination. If (x) the Company issues additional shares of Common Stock or equity-linked securities for capital
raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of
less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the
Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares of Class B
common stock, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such
issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business
Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the
volume-weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day
prior to the day on which the Company consummates its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1
and Section 6.2 hereof shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the
Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the
nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.





 






     


     


    

 


4.5. Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock (other than a change under Section
4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any
merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company
is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the
Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares or stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the
Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received
per share by the holders of Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a
tender, exchange or redemption offer shall have been made to and accepted by the holders of Common Stock (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as
provided for in the Charter or as a result of the redemption of shares of Common Stock by the Company if a proposed initial Business
Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule
12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act) (x) if prior to the initial Business Combination, more than 50% of the
issued and outstanding shares of Common Stock or (y) if on or after the initial Business Combination, securities representing more
than 50% of the aggregate voting power represented by the issued and outstanding shares of the Company, the holder of a Warrant
shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration
of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to
such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in this Section 4; provided further that if less than 70% of
the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common stock in
the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly
exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the
Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in
dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share
Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The
 “Black-Scholes Warrant Value” for any Warrant shall mean the value of a Public Warrant immediately prior to the
consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial
Markets (assuming zero dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of
this Agreement shall be taken into account, (ii) the price of each share of Common Stock shall be the volume weighted average price
of the Common Stock during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the
trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest rate
shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share
Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount
of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as
reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If
any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then
such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3, 4.4 and this Section
4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share
issuable upon exercise of such Warrant.


 






     


     


    

 


4.6. Notices of Changes in Warrant. Upon every adjustment of
the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any,
in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence of such event to each holder
of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7. No Fractional Shares. Notwithstanding any provision contained
in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock upon the exercise of Warrants. If, by
reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the
number of shares of Common Stock to be issued to such holder.


 


4.8. Form of Warrant. The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price
and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement; provided, however,
that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed. 


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration of Transfer. The Warrant Agent shall register
the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the
case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 


5.2. Procedure for Surrender of Warrants. Warrants may be surrendered
to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that except as otherwise provided herein or with respect to any Book-Entry Warrant, each
Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository,
or to a nominee of a successor depository; provided further, however that in the event that a Warrant surrendered for transfer
bears a restrictive legend (as in the case, initially, of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional Warrants. The Warrant Agent shall not be required
to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position
for a fraction of a warrant, except as part of the Units.


 


5.4. Service Charges. No service charge shall be made for any
exchange or registration of transfer of Warrants.


 


5.5. Warrant Execution and Countersignature. The Warrant Agent
is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued
pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such purpose.


 






     


     


    

 





5.6. Transfer of Warrants. Prior to the Detachment Date, the
Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose
of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating
to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this
Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption of Warrants for Cash. Subject to Section
6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise
Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to
adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance of the
shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day
Redemption Period (as defined in Section 6.3 below).


 


6.2. Redemption of Warrants for Shares of Common Stock. Subject
to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time
during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00
per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption
on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to
this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant
to subsection 3.3.1 and receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption
Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value”
(as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section
6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Common Stock for the
ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the
Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders
with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.


 


	 	 	Redemption Fair Market Value of Class A
Common Stock (period to expiration of warrants)	 
	Redemption Date	 	 	£ 10.00	 	 	 	11.00	 	 	 	12.00	 	 	 	13.00	 	 	 	14.00	 	 	 	15.00	 	 	 	16.00	 	 	 	17.00	 	 	 	3 18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






     


     


    

 


The exact Redemption Fair Market Value and Redemption Date may not
be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption
Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole
Exercise shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption
Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.


 


The stock prices set forth in the column headings of the table above
shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise Price is adjusted pursuant
to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator
of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall
be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price
of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted stock prices in the column
headings shall equal the stock prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher
of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to
Section 4.1.2 hereof, the adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment
less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the number of shares issued in connection
with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 


6.3. Date Fixed for, and Notice of, Redemption; Redemption Price;
Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2 above,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at
which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean
the last reported sales price of the shares of Common Stock for any twenty (20) trading days within the thirty (30) trading-day period
ending on the third trading day prior to the date on which notice of the redemption is given.


 


6.4. Exercise After Notice of Redemption. The Warrants may be
exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of this Agreement) at any time after notice
of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after
the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.


 


6.5. Exclusion of Private Placement Warrants. The Company agrees
that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants and (b) if the
Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights
provided in Section 6.2 hereof shall not apply to the Private Placement Warrants.


 


7. Other Provisions Relating to Rights of Holders of Warrants.


 


7.1. No Rights as Stockholder. A Warrant does not entitle the
Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings
of stockholders or the election of directors of the Company or any other matter.


 


7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If
any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new
Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


 






     


     


    

 


7.3. Reservation of Common Stock. The Company shall at all times
reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise
in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration of Common Stock; Cashless Exercise at Company’s
Option.


 


7.4.1. Registration of Common Stock. The Company agrees that
as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it
shall use its commercially reasonable efforts to file with the Commission a post-effective registration statement to the registration
statement of which the Prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the
shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the
same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants
in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth
(60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period
beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless
basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number
of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common
Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price
by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker
or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined
by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required
to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act)
of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for
the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2. Cashless Exercise at Company’s Option. If the Common
Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders
of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 above and (ii) in the event the Company so elects, the Company
shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the
shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use
its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant
under applicable blue sky laws to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other Matters.


 


8.1. Payment of Taxes. The Company shall from time to time promptly
pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of
Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants
or such shares of Common Stock.





 






     


     


    

 


8.2. Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent,
or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation or other entity organized and existing under the laws of the State of New York, in good standing
and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate,
the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant
Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in
and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice of Successor Warrant Agent. In the event a successor
Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the
Common Stock not later than the effective date of any such appointment.


 


8.2.3. Merger or Consolidation of Warrant Agent. Any entity
into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation
to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.


 


8.3. Fees and Expenses of Warrant Agent.


 


8.3.1. Remuneration. The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement,
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties
hereunder.


 


8.3.2. Further Assurances. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,
and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4. Liability of Warrant Agent.


 


8.4.1. Reliance on Company Statement. Whenever in the performance
of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer,
the Chief Financial Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2. Indemnity. The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence,
willful misconduct, fraud or bad faith.


 


8.4.3. Exclusions. The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and
nonassessable.


 






     


     


    

 


8.5. Acceptance of Agency. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other
things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company,
all monies received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of the Warrants.


 


8.6. Waiver. The Warrant Agent has no right of set-off or any
other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined
in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and Continental Stock Transfer
 & Trust Company as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and
any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2. Notices. Any notice, statement or demand authorized by
this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows:


 


USA Acquisition Corp.


1 Embarcadero Center


Suite 950


San Francisco, CA 94111 


Attention: Edward R. Smith


 


with a copy to:


 


Paul Hastings LLP


200 Park Avenue


New York, New York 10166


Attention: Frank Lopez


 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice,
postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, New York 10004


Attention: Compliance Department


 






     


     


    

 


9.3. Applicable Law and Exclusive Forum. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of
New York. The Company hereby agrees that any action, proceeding or claim against it arising out of, or otherwise based on, this
Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this Section 9.3 will
not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing or otherwise acquiring any interest
in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action,
the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the
State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name
of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal
courts located within the State of New York or the United States District Court for the Southern District of New York in connection with
any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of
process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.


 


9.4. Persons Having Rights under this Agreement. Nothing in
this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto and
the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the
Warrants.


 


9.5. Examination of the Warrant Agreement. A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York,
for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant
for inspection by the Warrant Agent.


 


9.6. Counterparts. This 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.


 


9.7. Effect of Headings. The section headings herein are for
convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8. Amendments. This Agreement may be amended by the
parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or to correct any mistake,
including conforming the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the
Prospectus, or defective provision contained herein, (ii) removing or reducing the Company’s ability to redeem the Public
Warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the Private Placement Warrants,
(iii) removing any cap on the number of shares that are issuable upon a cashless exercise of a Warrant or (iv) adding or changing
any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement in any material respect.
This Agreement may be amended by the parties hereto with the vote or written consent of the Registered Holders of at least 50% of
the then-outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for the Warrants to
be classified as equity in the Company’s financial statements. All other modifications or amendments, including any
modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the
Private Placement Warrants, shall require the vote or written consent of the Registered Holders of at least 50% of the
then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants and
Forward Purchase Warrants or any provision of this Agreement with respect to the Private Placement Warrants and Forward Purchase Warrants, at least 50% of the
then-outstanding Private Placement Warrants and Forward Purchase Warrants, voting together as a single class. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders.





 






     


     


    

 


9.9. Severability. This 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 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 Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.


 


[Signature Page Follows] 


 



     


     


    




 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.


	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	USA ACQUISITION CORP.
	 	 	 
	 	By:	          
	 	Name: Edward R. Smith
	 	Title: Chief Executive Officer


 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR
TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


USA Acquisition Corp.


Incorporated Under the Laws of the State of
Delaware





CUSIP [•]


 


Warrant Certificate


 


This Warrant Certificate certifies that , or registered assigns,
is the registered holder of warrant(s) (the “Warrants” and each, a “Warrant”) to purchase shares
of Class A common stock, $0.0001 par value (“Class A Common Stock”), of USA Acquisition Corp., a Delaware corporation
(the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement
referred to below, to receive from the Company that number of fully paid and nonassessable shares of Class A Common Stock as set forth
below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful
money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon
surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below,
subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for one fully paid and
non-assessable share of Class A Common Stock. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise,
round down to the nearest whole number the number of shares of Class A Common Stock to be issued to the Warrant holder. The number of
shares of Class A Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.


 


The initial Exercise Price per share of Class A Common Stock for any
Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant Agreement, the Warrants
may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall
become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set
forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance
with the internal laws of the State of New York.


 






     


     


    

 


	 	USA ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name: Edward R. Smith
	 	Title:   Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	           
	 	Name:
	 	Title:


  



     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants entitling the holder on exercise to receive shares of Class A Common Stock and are issued or to be issued
pursuant to a Warrant Agreement dated as of , 2021 (the “Warrant Agreement”), duly executed and delivered by the Company
to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the
words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of
the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the Exercise Period set
forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant
Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise
Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement)
at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number
of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or
his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate or the Warrant
Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the shares
of Class A Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to
the shares of Class A Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence of certain
events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Class A Common
Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the principal corporate trust
office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing,
may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate
a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided
in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem and treat the Registered
Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate
entitles any holder hereof to any rights of a stockholder of the Company.


 









     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, to receive shares of Class A Common Stock and herewith tenders payment for such shares of Class A Common
Stock to the order of USA Acquisition Corp. (the “Company”) in the amount of $    in accordance with the terms
hereof. The undersigned requests that a certificate for such shares of Class A Common Stock be registered in the name of , whose address
is    and that such shares of Class A Common Stock be delivered to    whose address is    . If said number of shares of Class A Common Stock is
less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Class A Common Stock be registered in the name of    , whose address is    and that such Warrant Certificate
be delivered to    , whose address is    .


 


In the event that the Warrant has been called for redemption by the
Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole
Exercise, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(b) or Section 6.2 of the Warrant Agreement, as applicable.


 


In the event that the Warrant is a Private Placement Warrant that is
to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of shares
of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the
Warrant Agreement.


 


In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable
for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised, to the extent
allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A Common Stock that this Warrant is
exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of
Class A Common Stock. If said number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Class A Common Stock be registered in the name of    , whose
address is     and that such Warrant Certificate be delivered to    , whose address is .


 


[Signature Page Follows]


 






     


     


    

 


	 	 
	 	Signature
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






     


     


    

 


EXHIBIT B 


 


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT (THE “LETTER
AGREEMENT”) BY AND AMONG USA ACQUISITION CORP. (THE “COMPANY”), USA SPONSOR ACQUISITION LLC AND
THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON
STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.”


 


NO.              WARRANT