Exhibit 10.13


 


ADMINISTRATIVE SERVICES AGREEMENT


Qomolangma Acquisition Corp.


1178 Broadway, 3rd Floor


New York, NY 10001


 


Dated as of September 29, 2022


 


Qomolangma Investments LLC


 


Ladies and Gentlemen:


 


This letter agreement will confirm our mutual agreement that, commencing
on the first date (the “Effective Date”) that any securities of Qomolangma Acquisition Corp. (the “Company”)
registered on the Company’s registration statement (the “Registration Statement”) for its initial public
offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation
by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination Date”), Qomolangma Investments LLC
(“Qomolangma Investments”) shall make available to the Company certain office space, utilities and secretarial
and administrative services as may be required by the Company from time to time, situated at 1178 Broadway, 3rd Floor, New
York, NY 10001 (or any successor location). In exchange therefor, the Company shall pay Qomolangma Investments the sum of $10,000 per
month on the Effective Date and continuing monthly thereafter until the Termination Date.


 


Qomolangma Investments hereby agrees that it does
not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established upon the consummation of the IPO as a result of this letter agreement (the “Claim”)
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter agreement and will not
seek recourse against the Trust Account for any reason whatsoever.


 


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


 


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


 


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


 


Any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of
the State of New York, without giving effect to its choice of laws principles.


 


[signature page follows]


 






     


     


    

 


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


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	Qomolangma Investments LLC	 
	 	 
	By:	/s/Guojian Zhang	 
	Name:	 Guojian Zhang	 
	Title:	 Director	 


 


[Signature Page to Administrative Services Agreement]