Exhibit 10.2


 


INSIDER’S LETTER


 


September 29, 2022


 


Qomolangma Acquisition Corp.

11178 Broadway, 3rd Floor

New York, New York, 10001


 


Underwriter Representative

Ladenburg Thalmann & Co., Inc.


277 Park Avenue, 26th Floor


New York, NY 10172


 


Re: Qomolangma Public Offering;
Voting, Lock-Up and Waiver


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be
entered into by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and Ladenburg
Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 5,750,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments,
if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), one warrant to purchase one share of Common Stock (“Warrant”)
and one right (“Right”) to receive 1/10th of one share of Common Stock. Each Warrant entitles the holder
thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public
Offering pursuant to a registration statement on Form S-1 (File No. 333-265447) and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply
to have the Units and components thereof listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section
12 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Qomolangma Investments LLC (the “Sponsor”) and the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agrees that (A)
if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any
Shares owned by it, him or her in connection with such stockholder approval, (B) if the Company engages in a tender offer in connection
with any proposed Business Combination, it, he or she shall not sell any Shares to the Company in connection therewith and (C) if the
Company seeks stockholder approval of any proposed amendment to the Charter prior to the consummation of a Business Combination, it, he
or she shall not redeem any Shares owned by it, him or her in connection with such stockholder approval.


 




     


     


    

 


2. The Sponsor and each Insider hereby agrees that
in the event that the Company fails to consummate a Business Combination within the time period set forth in the Charter, the Sponsor
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem
100% of the shares of Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay any taxes (less up to $50,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public
Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to
the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor
and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period described
in the Prospectus or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity,
unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes, divided by the number of then
outstanding Offering Shares.


 


3. The undersigned hereby waives any right to exercise
redemption rights with respect to any shares of the Company’s Common Stock owned or to be owned by the undersigned, directly or
indirectly (or to sell such shares to the Company in a tender offer), whether such shares are Founder Shares, shares underlying the Private
Placement Units or shares purchased by the undersigned in the Public Offering or in the aftermarket, and agrees that it, he or she will
not seek redemption with respect to such shares in connection with any vote to approve a Business Combination or an amendment to the Charter
described in paragraph 2 above (or sell such shares to the Company in a tender offer in connection with such a Business Combination or
such amendment). The Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or
to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to
the Founder Shares and Private Placement Units held by it, him or her. The Sponsor and each Insider hereby further waives any claim such
Sponsor or Insider may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Account for any reason whatsoever except in each case with respect to the Insider’s right to a pro
rata interest in the proceeds held in the Trust Account with respect to liquidating distributions from the Trust Account for any Offering
Shares such Sponsor or Insider may hold if we fail to complete our initial Business Combination within the required time frame. Without
limiting the foregoing, the Sponsor and each Insider acknowledges that, if the Company does not complete a Business Combination, any amounts
loaned to the Company to extend the deadline for the completion of a Business Combination (as described in the Prospectus) will not be
repaid and such Sponsor or Insider waives any claim it, he or she may have against the Company or the Trust Account with respect thereto.


 


4. During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written
consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or
otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants,
Rights or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
Units, shares of Common Stock, Founder Shares, Warrants, Rights or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this
Section 4 or Section 8 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two
business days after the publication date of such press release. The provisions of this Section will not apply if the release or waiver
is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 




    2


     


    

 


5. In the event of the liquidation of the Trust
Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third
party for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into
a letter of intent, confidentiality or other similar agreement or a Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure
that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold
to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.10 per share of the Offering Shares
or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets
as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust
Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any
and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver
is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third-party
claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company
if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it
shall undertake such defense.


 


6. To the extent that the Underwriters do not exercise
their over-allotment option to purchase up to an additional 750,000 Units within 45 days from the date of the Prospectus (and as further
described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 187,500
multiplied by a fraction, (i) the numerator of which is 750,000 minus the number of Units purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 750,000.


 


7. The Sponsor and each Insider hereby agrees and
acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider
of its, his or her obligations under Sections 1, 2, 3, 4, 5, 8(a), 8(b), and 9, as applicable, of this Letter Agreement; (ii) monetary
damages may not be an adequate remedy for such breach; and (iii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach.


 


8.           (a)           The Sponsor and each Insider agrees
that it, he or she shall not (a) Transfer 50% of their Founder Shares until the earlier of (A) six months after the consummation of the
Company’s initial Business Combination or (B) the date on which the closing price of the shares of Common Stock equals or exceeds
$12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination
or (b) Transfer the remaining 50% of their Founder Shares until six months after the date of the consummation of the Company’s initial
Business Combination, or earlier in either case, if subsequent to the Company’s initial Business Combination the Company completes
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up
Period”).


 


(b) The Sponsor and each Insider agrees that it,
he or she shall not Transfer any Private Placement Units (or Warrants and shares of Common Stock issued or issuable upon the conversion
of the Private Placement Units and the Rights underlying such Private Placement Units), until 30 days after the completion of a Business
Combination (the “Private Placement Units Lock-up Period”, together with the Founder Shares Lock-up Period,
the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in Sections
8(a) and (b), Transfers of the Founder Shares, Private Placement Units, Rights and Warrants and shares of Common Stock issued or issuable
upon the exercise or conversion of the Private Placement Units and the Rights underlying such Private Placement Units held by the Sponsor,
any Insider or any of their permitted transferees (that have complied with this Section 8(c)), are permitted (a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor,
or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member of the individual’s immediate
family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or
to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of
the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private
sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the
securities were originally purchased; (f) transfers in the event of the Company’s liquidation prior to the completion of an initial
Business Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor; (h) in the event of the Company’s liquidation, merger, share 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 completion of the Company’s initial Business Combination; and (i) transfers
in connection with the Company’s initial Business Combination with the Company’s consent to any third party; provided, however,
that in the case of clauses (a) through (e), (h) and (i), these permitted transferees must enter into a written agreement agreeing to
be bound by the restrictions herein.


 




    3


     


    

 


 


9. The Sponsor and each Insider represents and
warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company and the Representative (including any such information included in the Prospectus) is true and accurate in all
respects and does not omit any material information with respect to the undersigned’s background. Each undersigned’s questionnaire
furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; it or he has never been convicted of, or pleaded guilty to,
any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and it or he is not currently a defendant in any such criminal proceeding.


 


10. Except as disclosed in the Prospectus, neither
the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive
from the Company any finder’s fee, reimbursement, or cash payments prior to, or in connection with any services rendered in order
to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is),
other than the amounts described in the Prospectus under the heading “Summary – The Offering – Limited Payments to Insiders.”


 


11. The Sponsor and each Insider has full right
and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or
director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of
the Company.


 


12. As used herein, (i) “Business Combination”
shall mean a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the
Company and one or more businesses; (ii) “Shares” shall mean, collectively, the shares of Common Stock and the
Founder Shares; (iii) “Founder Shares” shall mean the 1,437,500 shares of Common Stock, initially issued to
the Sponsor (up to 187,500 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is
not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.0174 per share, prior to the consummation of the
Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insiders that hold Founder Shares;
(v) “Private Placement Units” shall mean the up to 260,500 Units which the Sponsor has agreed to purchase for
an aggregate purchase price of $2,605,000, or $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously
with the consummation of the Public Offering (subject to increase to up to 284,875 units for the exercise of the over-allotment); (vi)
“Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited with
American Stock Transfer & Trust Company, LLC; (viii) “Transfer” shall mean the (a) sale of, offer to sell,
contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b); and (ix) “Charter” shall mean the Company’s amended and restated certificate of
incorporation, as the same may be amended from time to time.


 


13. This Letter Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof 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 Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 




    4


     


    

 


14. No party hereto may assign either this Letter
Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported
assignment in violation of this Section shall be void and ineffectual and shall not operate to transfer or assign any interest or title
to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs
and assigns and permitted transferees.


 


15. Nothing in this Letter Agreement shall be construed
to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this
Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof; provided, however, Ladenburg Thalmann &
Co. Inc. as representative of the Underwriters shall be deemed a beneficiary hereof and be entitled to enforce the provisions of this
Agreement. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16. This Letter 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.


 


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


 


18. This Letter Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts
of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


19. Any notice, consent or request to be given
in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


20. This Letter Agreement shall terminate on the
earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement
shall earlier terminate in the event that the Public Offering is not consummated and closed by October 10, 2022; provided further that
Section 5 of this Letter Agreement shall survive such liquidation.


  


[Signature Page to Letter Agreement]


 




    5


     


    

 


	 	COMPANY:
	 	Qomolangma Acquisition Corp.
	 	 
	 	By:	/s/
    Jonathan P. Myers 
	 	Name:	 
	 	Title:	 
	 	 
	 	SPONSOR:
	 	Qomolangma Investments LLC
	 	 
	 	By:	/s/ Guojian
    Zhang 
	 	Name: 	 
	 	Title:	 



 	 	OFFICERS AND DIRECTORS:
	 	 
	 	/s/ Jonathan P. Myers
	 	Jonathan P. Myers, Chairman, President and Chief Executive Officer
	 	 
	 	/s/ Hao Shen
	 	Hao Shen, Chief Financial Officer and Director
	 	 
	 	/s/ Jialuan Ma
	 	Jialuan Ma, Director
	 	 
	 	/s/ Yong Seog Jung
	 	Yong Seog Jung, Director
	 	 
	 	/s/ Lin Shi
	 	Lin Shi, Director






 


 


6