Exhibit 4.6


 


QOMOLANGMA ACQUISITION
CORP.


 


RIGHTS AGREEMENT


 


This Rights Agreement (this “Agreement”)
is made as of September 29, 2022 between Qomolangma Acquisition Corp., a Delaware corporation with offices at 1178 Broadway, 3rd
Floor, New York, New York 10001 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability
trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Rights Agent”).


 


WHEREAS, the Company is engaged in an initial public
offering (the “Public Offering”) of units of the Company’s equity securities (each, a “Unit” and collectively,
the “Units”) through Ladenburg Thalmann & Co., Inc. (the “Representative”), as representative of the several
underwriters (the “Underwriters”), each such Unit comprised of: (i) one share of common stock of the Company, par value $.0001
per share (“Common Stock”); (ii) one redeemable warrant, each warrant entitling the holder thereof to purchase one share of
Common Stock; and (iii) one right to receive one-tenth (1/10) of one share of Common Stock (the “Public Rights”) upon the
happening of an Exchange Event (as defined below in Section 3.2), and in connection therewith, the Company has determined to issue and
deliver up to 5,750,000 Public Rights (including up to 750,000 Public Rights subject to the over-allotment option) to public investors
in the Public Offering; and


 


WHEREAS, on September 29, 2022, the Company
entered into certain Private Placement Unit Subscription Purchase Agreement with Qomolangma Investments LLC (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 260,500 Private Placement Units (or 284,875 Private Placement Units if
the over-allotment option is exercised in full by the Underwriters) simultaneously with the closing of the Public Offering at a purchase
price of $10.00 per Unit and in connection therewith, will issue and deliver up to an aggregate of 260,500 rights (or 284,875 if the over-allotment
option is exercised in full by the Underwriters) (“Private Placement Rights”); and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined in the Company’s Amended and Restated
Certificate of Incorporation), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,
but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 may be converted into up to
an additional 150,000 Units (“Private Placement Units”) at a price of $10.00 per Unit, and in connection therewith, the Company
will issue and deliver up to an aggregate of 150,000 rights as part of such Private Placement Unit (the “Working Capital Rights”);
and


 


WHEREAS, the Company may issue additional rights
from time to time that are to be governed by this Agreement (“Post-IPO Rights” and together with the Private Placement Rights,
the Working Capital Rights and the Public Rights, the “Rights”) in connection with, or following the consummation by the Company
of, a Business Combination; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (“SEC”) a registration statement on Form S-1, File No. 333-265447 (the “Registration
Statement”), and the prospectus forming a part thereof (collectively, the “Prospectus”), for the registration under
the Securities Act of 1933, as amended, of the Units, each of the securities comprising the Units, and the shares of Common Stock underlying
the Units including the Public Rights and which Registration Statement has been declared effective by the SEC; and


 


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


 


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


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights
Agent, 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 Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Rights.


 


2.1. Form of Right. Each Right shall be
issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated
herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board and the Secretary of the Company and shall
bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Right shall have
ceased to serve in the capacity in which such person signed the Right before such Right 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.


 


2.2. Effect of Countersignature. Unless
and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged
for shares of Common Stock.


 


2.3. Registration.


 


2.3.1 Right Register. The Rights Agent shall
maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Rights.
Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders thereof
in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.


 


2.3.2 Registered Holder. Prior to due presentment
for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such Right shall
be registered upon the Right Register (“Registered Holder”) as the absolute owner of such Right and of each Right represented
thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than the Company or
the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Rights Agent shall
be affected by any notice to the contrary.


 


2.4. Detachability of Rights. The securities
comprising the Units, including the Rights, will begin to trade separately on (i) the first trading day following the 52nd
day after the effectiveness of the Registration Statement, or (ii) such earlier date as the Representative shall determine is acceptable.
In no event will separate trading of the securities comprising the Units commence until the Company (i) files a Current Report on Form
8-K with the SEC including an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Public Offering
and (ii) issues a press release announcing when such separate trading will begin.


 


3. Terms and Exchange of Rights.


 


3.1. Rights. Except in cases where the Company
is not the surviving entity after the occurrence of an Exchange Event, each holder of a Right shall automatically receive one-tenth of
one share of Common Stock upon consummation of an Exchange Event. No additional consideration shall be paid by a holder of Rights in order
to receive his, her or its shares of Common Stock upon an Exchange Event, as the purchase price for such shares of Common Stock has been
included in the purchase price for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional
shares of Common Stock. The provisions of this Section 3.1 may not be modified, amended or deleted without the prior written consent of
the Representative.


 


3.2. Exchange Event. An “Exchange
Event” shall be deemed to occur automatically upon the Company’s consummation of an initial Business Combination.


 




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3.3. Exchange of Rights.


 


3.3.1 Issuance of Certificates. As soon
as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates
to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall make (or cause to be made) entries in its Register
of Stockholders and issue to the Registered Holder of such Right(s) a certificate or certificates for the number of full 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. The Company shall not
issue fractional shares upon exchange of Rights. At the time of an Exchange Event, the Company will either instruct the Rights Agent to
round down to the nearest whole share of Common Stock or otherwise inform it how fractional shares will be addressed in accordance with
Delaware law.


 


3.3.2 Valid Issuance. All shares of Common
Stock issued upon an Exchange Event in conformity with this Agreement and the Amended and Restated Certificate of Incorporation of the
Company shall be validly issued, fully paid and nonassessable.


 


3.3.3 Date of Issuance. Each person in whose
name any such certificate 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 that the person’s name is entered in the Register of Stockholders of the Company, which
shall be the date of the Exchange Event, irrespective of the date of delivery of such certificate.


 


3.3.4 Company Not Surviving Following Exchange
Event. Upon an Exchange Event in which the Company does not continue as the surviving entity, each holder of a Right will be required
to affirmatively convert his, her or its Rights in order to receive the 1/10 of a share of Common Stock underlying each Right (without
paying any additional consideration) upon consummation of the Exchange Event. Each holder of a Right will be required to indicate his,
her or its election to convert the Rights into the underlying shares of Common Stock as well as to return the original certificates evidencing
the Rights to the Company.


 


3.4. Duration of Rights. If an Exchange
Event does not occur within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation, as the
same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4. Transfer and Exchange of Rights.


 


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


 


4.2. Procedure for Surrender of Rights.
Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent
shall issue in exchange therefor one or more new Rights as requested by the Registered Holder of the Rights so surrendered, representing
an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend,
the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also bear a restrictive legend.


 


4.3. Fractional Rights. The Rights Agent
shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate for
a fraction of a Right.


 


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


 




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4.5. Right Execution and Countersignature.
The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required
to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply the Rights
Agent with Rights duly executed on behalf of the Company for such purpose.


 


5. Other Provisions Relating to Rights of Holders
of Rights.


 


5.1. No Rights as Stockholder. Until exchange
of a Right for shares of Common Stock as provided for herein, a Right 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.


 


5.2. Lost, Stolen, Mutilated, or Destroyed Rights.
If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights 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 Right, include the surrender thereof), issue a new Right
of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable
by anyone.


 


5.3. Reservation of Shares 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 will be
sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


5.4. Adjustments to Conversion Ratios. The
number of shares of Common Stock that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event
shall be equitably adjusted to reflect appropriately the effect of any share split, share dividend, reorganization, recapitalization,
reclassification, combination, exchange of shares or other like change with respect to the shares of Common Stock occurring on or after
the date hereof and prior to the Exchange Event.


 


6. Concerning the Rights Agent and Other Matters.


 


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


 


6.2. Resignation, Consolidation, or Merger of
Rights Agent.


 


6.2.1 Appointment of Successor Rights Agent.
The Rights 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 Rights Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company),
then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall
be a company organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Brooklyn or 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 Rights Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights
Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent
shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority,
powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights 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 Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 




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


 


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


 


6.3. Fees and Expenses of Rights Agent.


 


6.3.1 Remuneration. The Company agrees to
pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon
demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


6.3.2 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 Rights Agent for the carrying out or performing of the provisions
of this Agreement.


 


6.4. Liability of Rights Agent.


 


6.4.1 Reliance on Company Statement. Whenever
in the performance of its duties under this Agreement, the Rights 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, Chief Operating Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely
upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


6.4.2 Indemnity. The Rights Agent shall
be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below, the Company agrees
to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s
gross negligence, willful misconduct, or bad faith.


 


6.4.3 Exclusions. The Rights Agent shall
have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Right; 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 Right or as to whether any shares of Common
Stock will when issued be valid and fully paid and nonassessable.


 


6.5. Acceptance of Agency. The Rights Agent
hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.


 


6.6. Waiver. The Rights Agent hereby waives
any 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 the Rights Agent 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.


 




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7. Miscellaneous Provisions.


 


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


 


7.2. Notices. Any notice, statement or demand
authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right 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 days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Rights Agent), as
follows:


 


Qomolangma Acquisition Corp.


1178 Broadway, 3rd Floor


New York, New York 10001

Attention: Chief Executive Officer


 


Any notice, statement or demand authorized by this
Agreement to be given or made by the holder of any Right or by the Company to or on the Rights 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 days after deposit of
such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attention: Relationship Management


 


7.3. Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Rights shall be governed in all respects by 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. Each of the
Company and the Right Agent hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this
Agreement 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. Each of the Company and the Right Agent
hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing,
this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Securities and Exchange
Act of 1934 (“Exchange Act”), any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting
a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder. Any such process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or
claim.


 


7.4. Persons Having Rights under this Agreement.
Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Rights and, for
the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary
of this Agreement with respect to Sections 3.1, 7.4 and 7.8 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 the Representative with respect to
the Sections 3.1, 7.4 and 7.8 hereof) and their successors and assigns and of the Registered Holders of the Rights. The provisions of
this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.


 


7.5. Examination of the Right Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Brooklyn, City
and State of New York, for inspection by the Registered Holder of any Right. The Rights Agent may require any such holder to submit his,
her or its Right for inspection by it.


 




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7.6. 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.


 


7.7. 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.


 


7.8. Amendments. This Agreement may be amended
by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein or adding or changing any other 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 interest
of the Registered Holders. All other modifications or amendments shall require the written consent or vote of the Registered Holders of
a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior
written consent of the Representative.


 


7.9. 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 Appears Next]


 




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IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


	 	Qomolangma Acquisition Corp.
	 	 	 
	 	By:	/s/ Jonathan
    P. Myers
	 	Name: 	Jonathan P. Myers
	 	Title: 	Chief Executive Officer


 


	 	American Stock Transfer & Trust Company, LLC
	 	 	 
	 	By:	/s/ Barbara
    J. Robbins
	 	Name:	 Barbara J. Robbins
	 	Title:	 Senior Vice President


 




     


     


    

 


Exhibit A Form of Right Certificate


 




    A-1


     


    

 


	NUMBER	RIGHTS


 


QOMOLANGMA ACQUISITION CORP.

A DELAWARE CORPORATION


 


Form of


 


PUBLIC RIGHTS CERTIFICATE


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


CUSIP                                                    


 


This Rights Certificate certifies that          ,
or registered assigns, is the registered holder of a right or rights (the “Right”) to automatically receive
one-tenth of one share of common stock, par value $0.0001 per share (“Common Stock”), of Qomolangma Acquisition
Corp. (the “Company”) for each Right evidenced by this Rights Certificate on the Company’s completion
of an initial business combination (as defined in the final prospectus relating to the Company’s initial public offering (“Prospectus”)
upon surrender of this Rights Certificate pursuant to the Rights Agreement between the Company and American Stock Transfer & Trust
Company, LLC, as Rights Agent (the “Rights Agent”). In no event will the Company be required to net cash settle
any Right or issue a fractional share of Common Stock.


 


Upon liquidation of the Company in the event an initial business combination
is not consummated during the required period as identified in the Company’s Amended and Restated Certificate of Incorporation,
the Rights shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s trust
account (as defined in the Prospectus).


 


Upon due presentment for registration of transfer of the Right Certificate
at the office or agency of American Stock Transfer & Trust Company, LLC, the Rights Agent, a new Right Certificate or Right Certificates
of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate,
without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional shares upon exchange
of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the
Rights Agreement).


 


The Company and the Rights Agent may deem and treat the registered
holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone),
for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary.


 


This Right does not entitle the registered holder to any of the rights
of a stockholder of the Company. This Right shall be governed by and construed in accordance with the internal laws of the State of New
York, without regard to conflicts of laws principles thereof.


 


	Dated:	 	 
	SECRETARY	 	CHIEF EXECUTIVE OFFICER


 


SEAL


 




    A-2


     


    

 


The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	
     

    TEN COM – as tenants in common

    TEN ENT – as tenants by the entireties

    JT TEN – as joint tenants with right of survivorship and not
    as tenants in common
	
    UNIF GIFT MIN

    ACT -

    (Cust)

    under U.S. Uniform Gifts to Minor Act
	Custodian



(Minor)


 


Additional Abbreviations may also be used though
not in the above list.


 


QOMOLANGMA ACQUISITION CORP.


 


The Company will furnish without charge to each
security holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of
each class of equity securities or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Rights
Agreement, the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board
of Directors providing for the issuance of securities (copies of which may be obtained from the secretary of the Company), to all of which
the holder of this certificate by acceptance hereof assents.


 


For value received,__________________________
hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


	
     

     



 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE(S)) Rights represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________
Attorney to transfer the said rights on the books of the within named Company will full power of substitution in the premises.


 


Dated


 


	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	 	 
	Signature(s) 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 ACT OF 1933, AS AMENDED).


 


The holder of this certificate shall have no right or interest of any
kind in or to the funds held in the Company’s trust fund (as defined in the Prospectus).


 


 


A-3