Exhibit 10.6


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•],
2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered
into by and between USA Acquisition Corp., a Delaware corporation (the “Company”), and USA Sponsor Acquisition LLC,
a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial public offering
of the Company’s units (the “Public Offering”), each unit consisting of one share of the Company’s Class A
common stock, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant. Each whole warrant
entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser has agreed to purchase an aggregate
of 6,647,500 warrants (or up to 7,395,625 warrants in the aggregate to the extent the over-allotment option in connection with the Public
Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder
to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual promises contained in
this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to
this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1 Authorization, Purchase and Sale; Terms of the Private
Placement Warrants.


 


A. Authorization of the Private Placement Warrants. The Company
has duly authorized the issuance and sale of the Private Placement Warrants, and, subject to the proper exercise of the Private Placement
Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, to the Purchaser.


 


B. Purchase and Sale of the Private Placement Warrants. On the
date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company
(the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from
the Company, an aggregate of 6,647,500 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,647,500
(the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance
with the Company’s wiring instructions at least one business day prior to the Initial Closing Date, including to the trust account
(the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer &
Trust Company, acting as trustee. On the Initial Closing Date, subject to receipt of funds pursuant to the immediately prior sentence,
the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on
such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


On the date of any closing of the over-allotment option in connection
with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date,
an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being
sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to an aggregate of 748,125 Private Placement Warrants, in the same proportion as the amount of the
over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $748,125 (if the over-allotment
option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall
be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least
one business day prior to each Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the
Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall either, at its option,
deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s
name to the Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


C. Terms of the Private Placement Warrants.


 


(i) The Private Placement Warrants shall have their terms set
forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant
Agreement”).


 


(ii) At or prior to the time of the Initial Closing Date, the
Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant
to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares
underlying the Private Placement Warrants.


 


Section 2
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase
the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
survive each Closing Date) that:


 


A. Organization and Corporate Power. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every
jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the
transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and performance of this Agreement
and the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the
Shares underlying such Private Placement Warrants, have been duly authorized and approved by the Company as of each Closing Date. This
Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon each issuance of Private Placement
Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(ii) The execution and delivery by the Company of this Agreement
and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise
of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company,
do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital
stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption, action,
notice, declaration or filing, in each case, by or to any court or administrative or governmental body or agency pursuant to the amended
and restated certificate of incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion
of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement,
order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state
securities laws.


 


C. Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Private Placement Warrants will be duly
and validly issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully
paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private
Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms
hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon
exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than
(i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under
federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 






     


     


    

 


D. Governmental Consents. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution,
delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated
hereby, except for applicable requirements of the Securities Act.


 


Section 3
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue
and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


A. Organization and Requisite Authority. The Purchaser possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid and binding obligation
of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the Purchaser of this Agreement
and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with
or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree
to which the Purchaser is subject that would materially impact its ability to perform its obligations hereunder.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the Private Placement Warrants
and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited investor” as
such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”), and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act.


 


(iii) The Purchaser understands that the Securities are being
offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and
state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations
and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the
Purchaser to acquire such Securities.


 


(iv) The Purchaser did not decide to enter into this Agreement
as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities
Act.


 


(v) The Purchaser has been furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been
requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of
the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.


 






     


     


    

 


(vii) The Purchaser understands that: (a) the
Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an
exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any
other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 under the Securities
Act is not available for the resale of securities initially issued by shell companies (other than business combination related shell
companies) or issuers that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes
an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a
shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during
the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than
Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type
information with the U.S. Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that
is not a shell company.


 


(viii) The Purchaser has knowledge and experience in financial
and business matters, understands the high degree of risk associated with investments in the securities of companies in the development
stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic
risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate
means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity
which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


(ix) The Purchaser understands that the Private Placement Warrants
shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject to appropriate “stop transfer
restrictions.”


 


Section 4
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations and warranties
of the Company contained in Section 2 hereof shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance. The Company shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on
or before such Closing Date.


 


C. No Injunction. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits
the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant Agreement and Registration Rights Agreement. The
Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.


 


E. Corporate Consents. The Company shall have obtained the consent
of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance
and sale of the Private Placement Warrants hereunder.


 


Section 5 Conditions of the Company’s Obligations. The
obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each
of the following conditions:


 


A. Representations and Warranties. The representations and warranties
of the Purchaser contained in Section 3 hereof shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance. The Purchaser shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the
Purchaser on or before such Closing Date.


 






     


     


    

 


C. Corporate Consents. The Company shall have obtained the consent
of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance
and sale of the Private Placement Warrants hereunder.


 


D. No Injunction. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits
the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


E. Warrant Agreement. The Company shall have entered into the
Warrant Agreement on terms satisfactory to the Company.


 


Section 6
Termination. This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company
or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing
Date.


 


Section 8
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration
statement on Form S-1 the Company has filed with the SEC under the Securities Act.


 


Section 9 Miscellaneous.


 


A. Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything
to the contrary herein, the parties may not assign this Agreement without the prior written consent of the other party hereto, other than
assignments by the Purchaser to its affiliates (including, without limitation, one or more of its members, as applicable).


 


B. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held
to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were
an original thereof.


 


D. Descriptive Headings; Interpretation. The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including”
in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State
of New York.


 


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


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	USA ACQUISITION CORP.,

a Delaware corporation
	 	 	 
	 	By:  	 
	 	 	Name:	Edward R. Smith
	 	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	
    USA SPONSOR ACQUISITION LLC,

    a Delaware limited liability company

	 	 	 
	 	By:	 
	 	 	Name:  	Edward R. Smith
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Private Placement Warrants Purchase Agreement]