Exhibit 10.11


 


QOMOLANGMA ACQUISITION CORP.

FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”)
is made as of this 29th day of September, 2022, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”),
having its principal place of business at 1178 Broadway, 3rd Floor, New York, New York 10001 and Qomolangma Investments LLC,
a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company desires to sell on a private
placement basis (the “Offering”) an aggregate of 260,500 units (the “Initial Units”)
of the Company, and up to an additional 24,375 units (“Additional Units” and together with the Initial Units,
the “Units”) of the Company in the event that the underwriters’ 45-day over-allotment option (“Over-Allotment
Option”) in the Offering is exercised in full or part, each Unit comprised of one share of common stock of the Company,
par value $0.0001 per share (the “Common Stock”), one warrant to purchase one share of Common Stock (a “Warrant”),
and one right (the “Right”), for a purchase price of $10.00 per Unit. Each Warrant entitles the holder thereof
to purchase one share of Common Stock (the “Warrant Shares”) to be governed by the Warrant Agreement (defined
herein). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock (the “Right Shares”)
to be governed by the Rights Agreement (defined herein).


 


WHEREAS, the Purchaser desires to purchase the
260,500 Initial Units and up to 24,375 Additional Units and the Company wishes to accept such subscription.


 


NOW, THEREFORE, in consideration of the promises
and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Purchaser hereby agree as follows:


 


1. Agreement to Subscribe


 


1.1 Purchase and Issuance of the Units.
For the aggregate sum of $2,605,000 (the “Initial Purchase Price”), upon the terms and subject to the conditions
of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on
the Closing Date (as defined in Section 1.2) 260,500 Initial Units at $10.00 per Initial Unit.


 


In addition to the foregoing, the Purchaser hereby
agrees to purchase up to an additional 24,375 Additional Units at $10.00 per Additional Unit for a purchase price of up to $243,750 (the
“Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”).
The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or
part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment
Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment
Option.


 


1.2 Closing. The closing of the purchase
and sale of the Initial Units shall take place at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas,
New York, New York, 10036 simultaneously with the consummation of the Company’s initial public offering (“IPO”)
of 5,000,000 units (or 5,750,000 units if the underwriter’s over-allotment is exercised in full) consisting of shares of Common
Stock, Warrants and Rights and the purchase and sale of the Additional Units shall take place upon the consummation of the exercise of
all or any portion of the Over-Allotment Option (each a “Closing Date”).


 



     


     


    

 


1.3 Delivery of the Purchase Price. At least
one business day prior to the effective date of the Company’s registration statement relating to the IPO as filed with the Securities
and Exchange Commission (SEC File No. 333-265447) (“Registration Statement”), or the date of the exercise of
the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case
may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to American Stock
Transfer & Trust Company, LLC, the Company’s transfer agent, which is hereby irrevocably authorized to deposit such funds on
the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public stockholders,
managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and American Stock
Transfer & Trust Company, LLC and into which substantially all of the proceeds of the IPO will be deposited (the “Trust
Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to American
Stock Transfer & Trust Company, LLC, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire
transfer of immediately available funds denominated in United States Dollars, without interest or deduction.


 


1.4 Delivery of Unit Certificate. Upon the
applicable Closing Date after delivery of the Purchase Price in accordance with Section 1.3, the Purchaser shall become irrevocably entitled
to receive a unit certificate representing the Units purchased hereunder.


 


2. Representations and Warranties of the Purchaser


 


The Purchaser represents and warrants to the Company
that:


 


2.1 No Government Recommendation or Approval.
It understands that no United States federal or state agency or similar agency of any other country has passed upon or made any recommendation
or endorsement of the Company, the Offering, the Units, the Warrants, the Warrant Shares, the Rights, the Right Shares or the shares of
Common Stock underlying the Units (excluding the Warrant Shares and the Right Shares, the “Unit Shares” and,
collectively with the Units, the Warrant Shares and the Right Shares, the “Securities”).


 


2.2 Organization. It is a limited liability
company, validly existing and in good standing under the laws of the State of Delaware and possesses all requisite power and authority
necessary to carry out the transactions contemplated by this Agreement.


 


2.3 Private Offering. It is an “accredited
investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”)
under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption
to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions
under state law or a non-U.S. Person under Regulation S.


 


2.4 Authority. This Agreement has been validly
authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement
of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding
at law or in equity).


 


2.5 No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement, indenture or instrument to
which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser is subject, or any agreement, order,
judgment or decree to which the Purchaser is subject.


 



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2.6 No Legal Advice from Company. It acknowledges
it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered
into between the parties hereto with its own legal counsel and investment and tax advisors. Except for any statements or representations
of the Company made in this Agreement and the other agreements entered into between the parties hereto, it is relying solely on such counsel
and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. Purchaser
understands and acknowledges that the law firm of Kramer Levin Naftalis & Frankel LLP is not acting as counsel or providing legal
advice to Purchaser.


 


2.7 Access to Information; Independent Investigation.
Prior to the execution of this Agreement, it has had the opportunity to ask questions of and receive answers from representatives of the
Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity
to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment,
it has relied solely on its own knowledge and understanding of the Company and its business based upon its own due diligence investigation
and the information furnished pursuant to this paragraph. It understands that no person has been authorized to give any information or
to make any representations which were not furnished pursuant to this Section 2 and it has not relied on any other representations or
information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.8 Reliance on Representations and Warranties.
It understands the Units are being offered and sold to it in reliance on exemptions from the registration requirements under the Securities
Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy
of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth in this Agreement in order
to determine the applicability of such provisions.


 


2.9 No Advertisements. It is not subscribing
for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine,
or similar media or broadcast over television or radio, or presented at any seminar or meeting.


 


2.10 Legend. It acknowledges and agrees
the certificates evidencing the Units, the Securities, the Warrants and the Rights shall bear a restrictive legend (the “Legend”),
in form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except (i)
pursuant to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any other exemptions
from the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company, is available.


 


2.11 Experience, Financial Capability and Suitability.
It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities and (ii)
able to bear the economic risk of its investment in the Securities for an indefinite period of time because the Securities have not been
registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption
from such registration is available. It has substantial experience in evaluating and investing in transactions of securities in companies
similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity
to protect its own interests. It has substantial experience in evaluating and investing in transactions of securities in companies similar
to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect
its own interests.


 



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2.12 Investment Purposes. It is purchasing
the Securities solely for investment purposes, for its own account and not for the account or benefit of any other person, and not with
a view towards the distribution or dissemination thereof and it has no present arrangement to sell the interest in the Securities to or
through any person or entity.


 


2.13 Restrictions on Transfer. It acknowledges
and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of
the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell,
pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant
to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated
under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the
registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any
other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent
to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration
or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the
Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following
consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of
Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the Purchaser acknowledges
and agrees that it will be executing an insider letter and lockup agreement with the Company and Ladenburg Thalmann & Co Inc. as underwriters’
representative, further restricting the Purchaser’s ability and rights to transfer any Securities.


 


3. Representations and Warranties of the Company


 


The Company represents and warrants to the Purchaser
that:


 


3.1 Valid Issuance of Share Capital. The
total number of all classes of share capital which the Company has authority to issue is (i) 16,000,000 shares of Common Stock, and 1,000,000
undesignated shares of preferred stock. As of the date hereof, the Company has issued 1,437,500 shares of Common Stock (of which up to
187,500 shares of Common Stock are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued
any shares of preferred stock. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully
paid and non-assessable.


 


3.2 Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof, the warrant agreement to be entered into with American Stock Transfer &
Trust Company, LLC on or prior to the closing of the IPO (“Warrant Agreement”), the rights agreement to be entered
into with American Stock Transfer & Trust Company, LLC on or prior to the closing of the IPO (the “Rights Agreement”)
and the Amended and Restated Certificate of Incorporation of the Company, as the case may be, each of the Warrants, Rights and the shares
of Common Stock will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares
and the Right Shares shall have been reserved for issuance. Upon issuance in accordance with the terms hereof, the Warrant Agreement and
the Amended and Restated Certificate of Incorporation of the Company, the Purchaser will have or receive good title to the Warrant Shares,
free and clear of all liens, claims and encumbrances of any kind, and upon issuance in accordance with the terms hereof, the Rights Agreement
and the Amended and Restated Certificate of Incorporation of the Company, the Purchaser will have or receive good title to the Right Shares,
free and clear of all liens, claims and encumbrances of any kind other than (i) transfer restrictions hereunder and pursuant to the insider
letter to be entered into on or prior to the closing of the IPO (the “Insider Letter”) and (ii) transfer restrictions
under federal and state securities laws.


 


3.3 Organization and Qualification. The
Company has been duly incorporated and is validly existing as a Delaware corporation and has the requisite corporate power to own its
properties and assets and to carry on its business as now being conducted.


 



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3.4 Authorization; Enforcement. (i) The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the
Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no further
consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement constitutes, and
upon the execution and delivery thereof, the Warrants and Warrant Agreement, and the Rights and Rights Agreement, will constitute, valid
and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except
as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.


 


3.5 No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result in a violation
of the Company’s Certificate of Incorporation, (ii) conflict with, or constitute a default under any agreement, indenture or instrument
to which the Company is a party or (iii) conflict with any law statute, rule or regulation to which the Company is subject or any agreement,
order, judgment or decree to which the Company is subject. Other than any federal, state or foreign securities filings which may be required
to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company is
not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under
this Agreement or issue the Units, the Warrants, the Rights, or the shares of Common Stock underlying the Units, Warrants or Rights in
accordance with the terms hereof.


 


4. Legends


 


4.1 Legend. The Company will issue the Units,
the Warrants, the Rights and the Unit Shares, and when issued, the Warrant Shares and the Right Shares, purchased by the Purchaser, in
the name of the Purchaser. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


THESE SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S.
PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE
RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO AN AGREEMENT BETWEEN QOMOLANGMA ACQUISITION CORP. AND QOMOLANGMA INVESTMENTS LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.”


 



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4.2 Purchaser’s Compliance. Nothing
in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities laws
upon resale of the Securities.


 


4.3 Company’s Refusal to Register Transfer
of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such
purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant
to an available exemption from the registration requirements of the Securities Act.


 


4.4 Registration Rights. The Purchaser will
be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration Rights
Agreement”) to be entered into with the Company on or prior to the closing of the IPO.


 


5. Lockup


 


The Purchaser acknowledges and agrees that the
Units, the Warrants, the Rights, the Unit Shares, the Warrant Shares and the Right Shares shall not be transferable, saleable or assignable
until thirty (30) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of,
or any other similar business combination with one or more businesses or entities (a “Business Combination”),
except to permitted transferees (as defined in the Insider Letter).


 


6. Securities Laws Restrictions


 


The Purchaser agrees not to sell, transfer, pledge,
hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate
form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then
be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission
thereunder and with all applicable state securities laws.


 


7. Waiver of Distributions from Trust Account


 


In connection with the Securities purchased pursuant
to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from
the Trust Account.


 


8. Rescission Right Waiver and Indemnification


 


8.1 Rescission Waiver. The Purchaser understands
and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation
of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer
and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the
Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the Trust Account
from claims that may adversely affect the Company or the interests of its stockholders, the Purchaser hereby agrees to waive, to the maximum
extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of
its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act.
The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The
Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits,
claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages,
whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert
witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims,
whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units
hereunder or relating to the purchase of the Units and the transactions contemplated hereby.


 



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8.2 No Recourse Against Trust Account. The
Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units
or any Claim that may arise now or in the future.


 


8.3 Section 8 Waiver. The Purchaser agrees
that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the Purchaser has offered such waiver
for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal
right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.


 


9. Terms of the Unit


 


The Units shall be substantially identical to the
units offered in the IPO as set forth in the Underwriting Agreement, except the Units: (i) will be subject to the transfer restrictions
described herein, and (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will
become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act.


 


10. Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed by and construed
in accordance with the laws of the State of New York for agreements made and to be wholly performed within such territory. The parties
hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated
hereby.


 


11. Assignment; Entire Agreement; Amendment


 


11.1 Assignment. Neither this Agreement
nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without the prior consent of the
Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser, the assignee(s) shall become
Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.


 


11.2 Entire Agreement. This Agreement sets
forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any and all prior discussions,
agreements and understandings of any and every nature.


 


11.3 Amendment. Except as expressly provided
in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.


 


11.4 Binding upon Successors. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors
and permitted assigns.


 


12. Notices; Indemnity


 


12.1 Notices. All notices, requests, consents
and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth herein or
to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) sent by overnight courier,
or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder
shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of
such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to
the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such mailing is made.


 



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12.2 Indemnification. Except as set forth
in Section 8, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees
and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this
Agreement.


 


13. Counterparts


 


This Agreement may be executed in one or more counterparts,
all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such signature page were an original thereof.


 


14. Survival; Severability


 


14.1 Survival. The representations, warranties,
covenants and agreements of the parties hereto shall survive the Closing until one (1) year following the consummation of an initial Business
Combination.


 


14.2 Severability. In the event that any
provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially
changes the economic benefit of this Agreement to any party.


 


15. Headings


 


The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


16. Construction


 


The parties hereto have participated jointly in
the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be
construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party
hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine,
and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural
and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to
any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained
herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


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This subscription is accepted by the Company as of the date first written
above.


 


	 	QOMOLANGMA ACQUISITION CORP.
	 	 
	 	By:	/s/Jonathan P. Myers
	 	Name:	 Jonathan P. Myers
	 	Title:	 Chief Executive Officer


 


Accepted and agreed this

29th day of September, 2022


 


	QOMOLANGMA INVESTMENTS LLC	 
	 	 
	By:	/s/Guojian Zhang	 
	Name:	 Guojian Zhang	 
	Title:	 Director	 


 


[Signature Page for Private Placement Unit Subscription
Agreement]