Exhibit 10.10


USA ACQUISITION CORP.


1 Embarcadero Center


Suite 950


San Francisco, CA 94111


 


November [•], 2021


USA Sponsor Acquisition LLC


1 Embarcadero Center


Suite 950


San Francisco, CA 94111


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this “Agreement”)
by and between USA Acquisition Corp. (the “Company”) and USA Sponsor Acquisition LLC (“USA Sponsor”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on
The Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the
earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


1. USA Sponsor shall make available, or cause
to be made available, to the Company, at 1 Embarcadero Center, Suite 950, San Francisco, CA 94111 (or any successor location),
office space and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the
Company shall pay USA Sponsor Acquisition LLC $10,000 per month on the Listing Date and continuing monthly thereafter until the
Termination Date; and


 


2. USA Sponsor hereby irrevocably waives any and
all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the
public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will
be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result
of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies
or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against
the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This Agreement constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.


 


This Agreement may not be amended, modified or
waived as to any particular provision, except by a written instrument executed by the parties hereto.


No party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment
in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the
purported assignee.


 


This Agreement constitutes the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York for agreements made and to be wholly performed
within such state, without regards to the conflicts of laws principles thereof.


 


[Signature Page Follows]


 






     


     


    

 





	 	Very truly yours,
	 	 
	 	USA ACQUISITION CORP.


 


	 	By:	 
	 	 	Name:	Edward R. Smith
	 	 	Title:	Chief Executive Officer


 


	AGREED AND ACCEPTED BY:
	 
	USA SPONSOR ACQUISITION LLC


 


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