Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this “Agreement”)
is made as of September ___, 2022 by and between Qomolangma Acquisition Corp. (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 (the “Trustee”).


 


WHEREAS, the Company’s registration statement on Form S-1, No.
333-265447 (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared
effective as of the date hereof (“Effective Date”) by the U.S. Securities and Exchange Commission (capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, Ladenburg Thalmann
& Co. Inc. (“Ladenburg”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, simultaneously with the IPO, Qomolangma Investments LLC, the
Company’s sponsor, will be purchasing 260,500 private units (“Private Placement Units”) at $10.00 per private unit (for
a total purchase price of $2,605,000). Qomolangma Investments LLC has also agreed that if the over-allotment option is exercised by the
underwriters, they will purchase from us up to a maximum of an additional 24,375 private units at a price of $10.00 per private unit (for
a total purchase price of $2,848,750 if the over-allotment option is exercised in full).


 


WHEREAS, as described in the Registration Statement, and in accordance
with the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”),
$50,750,000 of the gross proceeds of the IPO and sale of the Private Placement Units ($58,362,500 if the underwriters’ over-allotment
option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times
in the United States for the benefit of the Company and the holders of the Company’s shares of common stock, par value $0.0001 per
share (“Common Stock”), issued in the IPO as hereinafter provided (the amount to be delivered to the Trustee will be referred
to herein as the “Property”; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as
the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
and


 


WHEREAS, pursuant to the Underwriting
Agreement to be entered into between the Company and the underwriters in connection with the IPO, a portion of the Property equal to $2,000,000,
or $2,300,000 if the underwriters’ over-allotment option is exercised in full, is attributable to deferred underwriting discounts
and commissions that may become payable by the Company to the underwriters upon the consummation of an initial business combination (as
described in the Registration Statement, a “Business Combination”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust
for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established
by the Trustee in the United States at JPMorgan Chase Bank (or at another U.S. chartered commercial bank with consolidated assets of $100
billion or more), maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the
Company;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon
the instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills, notes or bonds having
a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 






     


     


    

 


(d) Collect and receive, when
due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Notify the Company and the
Underwriters of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g) Participate in any plan
or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to
do so;


 


(h) Render to the Company monthly
written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;
and


 


(i) Commence liquidation of
the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President,
Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form
substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Ladenburg, and complete the liquidation of the
Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred
to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 9-month anniversary
of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination
up to the 21-month anniversary from the closing of the IPO by depositing $166,667 (or $191,667 if the underwriters’ over-allotment
option was exercised in full) for each 1-month extension, but has not completed the Business Combination within such additional period,
as applicable, the 9-month anniversary of the Closing plus such extension (as applicable, the “Last Date”), the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed
to the Public Stockholders as of the Last Date.


 


(j) Upon receipt of an extension
letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five days prior to the then-applicable Last
Date (the “Applicable Deadline”), signed on behalf of the Company by an executive officer, and receipt of the dollar amount
specified in the Extension Letter at least five days prior to the Applicable Deadline, to follow the instructions set forth in the Extension
Letter.


 


(k) Upon receipt of a letter
(an “Amendment Notification Letter”) in the form of Exhibit E hereto, signed on behalf of the Company by its Chief Executive
Officer or Chief Financial Officer, distribute to Public Stockholders who exercised their redemption rights in connection with an amendment
to the Company’s amended and restated certificate of incorporation (an “Amendment”) an amount per-share equal to the
aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the
number of then issued and outstanding shares of Common Stock, for which Public Stockholders have exercised redemption rights in connection
with such Amendment.


 


(l) In connection with a Business
Combination, disburse the per share amount to redeeming Public Stockholders (other than shares tendered through the Depository Trust Company)
that have tendered their shares directly to the Trustee, at a per-share price equal to the aggregate amount then on deposit in the Trust
Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be
net of taxes payable), divided by the number of then issued and outstanding shares of Common Stock.


 


2. Limited Distributions of Income from Trust
Account.


 


(a) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall
distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other
tax obligation owed by the Company.


 






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(b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a), no other
distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The Company shall provide
the Underwriters with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to
any proposed withdrawal from the Trust Account promptly after such issuance.


 


(d) If applicable, the Company
shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable
Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline.


 


(e) The day after the Applicable
Deadline, the Company shall issue a press release announcing whether or not the funds needed to extend the term of the Company to consummate
a Business Combination have been timely deposited.


 


3. Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a) Give all instructions to
the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer or Chief Financial Officer.
In addition, except with respect to its duties under Sections 1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and
shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one
of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing.


 


(b) Subject to the provisions
of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action,
suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises
out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the
Property, except for expenses and losses resulting from the Trustee’s gross negligence, willful misconduct or bad faith. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve
the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The
Company may participate in such action with its own counsel and the Trustee shall reasonably cooperate with the Company and its counsel
in connection therewith.


 


(c) Pay the Trustee the initial acceptance fee, a monthly fee and a
one-time service fee as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time.
It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall
be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation
of the Company’s initial acquisition, share exchange, share reconstruction and amalgamation, purchase of all or substantially all
of the assets of, or any other similar business combination with one or more businesses or entities, or pursuant to Section 2 (b). The
Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the
anniversary of the Effective Date.


 






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(d) In connection with any vote
of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly
engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s stockholders
regarding such Business Combination.


 


(e) In the event that the Company
directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct
the Trustee to make any payments that are not specifically authorized by this Agreement.


 


4. Limitations of Liability. The Trustee
shall have no responsibility or liability to:


 


(a) Take any action with respect
to the Property, other than as directed pursuant to Sections 1 and 2 hereof and the Trustee shall have no liability to any party except
for liability arising out of its own gross negligence, willful misconduct or bad faith;


 


(b) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment of
any Property, other than in compliance with Section 1(c);


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence, willful misconduct or bad faith. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 


(g) Verify the correctness of
the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other
action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state and/or
federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf
of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if
any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly
set forth herein; and


 


(k) Verify calculations, qualify
or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 






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5. Trust Account Waiver. The Trustee has
no right of set-off or any other right, title, interest or claim of any kind (“Claim”) to, or to any monies in or to any distribution
of, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in or to any distribution of, the Trust Account that
it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without
limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside
the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account
for any reason whatsoever.


 


6. Termination and Consolidation or Merger
of Trustee.


 


This Agreement shall terminate as follows:


 


(a) If the Trustee gives written
notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the
reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event
that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court
for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee
has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof, and distributed the Property
in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 3(b).


 


(c) Any entity into which the
Trustee may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to which the Trustee
shall be a party shall be the successor Trustee under this Agreement without any further act.


 


7. Miscellaneous.


 


(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access
to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information
supplied to it by the Company, including account names, account numbers and all other identifying information relating to a beneficiary,
beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information provided by the Company or transmission of the wire which is not the result of gross negligence, willful misconduct
or bad faith.


 


(b) This 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. It may be executed in several original
or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i),
1(k), 1(l), and 7(c) (which may only be amended with the approval of the holders of at least 65% or more of the outstanding shares
of the Common Stock of the Company present and entitled to vote at the meeting to approve such amendment voting together as a single
class), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties
hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of the
Underwriters. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to
trial by jury.


 






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(d) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving
any disputes hereunder.


  


(e) Any notice, consent or request
to be given in connection with any of the terms or provisions of this 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 by facsimile transmission:


 


if to the Trustee, to:


 


American Stock Transfer
& Trust Company, LLC


6201 15th Avenue, Brooklyn, NY 11219


Attn: Relationship
Management


Email: admin12@astfinancial.com


 


if to the Company, to:


 


Qomolangma Acquisition Corp.

1178 Broadway, 3rd Floor


New York, NY 10001


Attn: Jonathan P. Myers, Chief Executive Officer


 


in either case with a copy (which copy shall not
constitute notice) to:


 


Ladenburg Thalmann & Co. Inc.

640 5th Ave., 4th Floor


New York, NY 10019


Attn.: Steven Kaplan


Email: skaplan@ladenburg.com


Facsimile: (212) 409-2169


 


and:


 


Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attn: Christopher S. Auguste


Facsimile: (212) 715-8277


 


and:


 


Wilson Sonsini Goodrich & Rosati, Professional Corporation


1301 Avenue of the Americas


New York, NY 10019

Attn: Chris F. Fennell and Sally Yin


Facsimile: (212) 407-4990


 






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(f) This Agreement may not be
assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Trustee and
the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including without limitation by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


  


(h) This Agreement is the joint
product of the Company and the Trustee and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid
and sufficient delivery thereof.


 


(j) Each of the Company and
the Trustee hereby acknowledge that the Underwriters are a third party beneficiary of this Agreement and that each Public Stockholder
is a third party beneficiary of Sections 1(i), 1(k), and 7(c).


 


(k) Except as specified herein,
no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




    7


     


    


 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee
	 	 
	 	By:	/s/Barbara J. Robbins 
	 	 	Name:	Barbara J. Robbins          
	 	 	Title: 	Senior Vice President


 


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



 


Signature Page to the
Investment Management Trust Agreement


 




    


     


    


 


SCHEDULE A


 


	Fee Item	 	Amount	 
	One-Time Fee	 	$	4,000	 
	Trustee Services Fee	 	$	8,000	 
	Warrant Agent Acceptance Fee	 	$	5,000	 
	Rights Agent Acceptance Fee	 	$	6,000	 
	Monthly Fee	 	$	1,100	 




 




    Sch-A-1


     


    





 


EXHIBIT A


 


Qomolangma Acquisition Corp.


1178 Broadway, 3rd Floor


New York, New York 10001



[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


	 	Re:	Trust Account - Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Qomolangma Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company, LLC (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [___________] (“Target Business”) to consummate a business combination with Target Business
(“Business Combination”) on or about [insert date]. The Company shall notify you at least 72 hours in advance
of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds to the Trust Account
to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the
account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on
deposit in the Trust Account awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, and (ii) the Company
shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies the vote of the Company’s stockholders in
connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Ladenburg Thalmann
& Co. Inc. with respect to the transfer of the funds held in the Trust Account, which shall include the amount owed to Public Stockholders
who have properly redeemed their shares of Common Stock, including the amount per share deposited in the Trust Account per any Extension
Letter(s) (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	QOMOLANGMA ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	                 
	 	 	Title:	 





 


	 	By:	 
	 	 	Name:	
	 	 	Title: 	Secretary/Assistant Secretary


 


Acknowledged and Agreed:


Ladenburg Thalmann & Co. Inc.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 







    A-1


     


    





 


EXHIBIT B


 


Qomolangma Acquisition Corp.


1178 Broadway, 3rd Floor


New York, New York 10001



[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


	 	Re:	Trust Account - Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Qomolangma Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company, LLC (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended
and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to transfer the total proceeds to the
account designated by the Company to await distribution to the Public Stockholders. The Company has selected [___, 20 ] as the record
date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds.
It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the account designated
by the Company. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly
to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation
of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	QOMOLANGMA ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	                 
	 	 	Title:	 





 


	 	By:	 
	 	 	Name:	 
	 	 	Title: 	Secretary/Assistant Secretary


 


		cc:	Ladenburg Thalmann & Co. Inc. 


 







    B-1


     


    





 


EXHIBIT C


 


Qomolangma Acquisition Corp.


1178 Broadway, 3rd Floor


New York, New York 10001


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


		Re:	Trust Account – Tax Withdrawal Instruction Letter



 


Pursuant to Section 2(a) of
the Investment Management Trust Agreement between Qomolangma Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company, LLC (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), the Company hereby requests that you
deliver to the Company [$       ] of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account
at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	QOMOLANGMA ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:        
	 	 	Title:


 


		cc:	Ladenburg Thalmann & Co. Inc. 


 







    C-1


     


    





 


EXHIBIT D


 


Qomolangma Acquisition Corp.


1178 Broadway, 3rd Floor


New York, New York 10001


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


	 	Re:	Trust Account - Extension Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Qomolangma Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company, LLC, dated as of [*], 2022 (“Trust Agreement”), this is to advise you that the Company is extending the time
available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from ______________
to ____________ (the “Extension”).


 


This Extension Letter shall
serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $166,667 (or $191,667 if the underwriters’ over-allotment option was
exercised in full), which will be wired to you, into the Trust Account investments upon receipt.


 


This is our _______ of up
to nine 1-month extension requests.


 


	 	Very truly yours,
	 	 
	 	QOMOLANGMA ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:         
	 	 	Title:


 


		cc:	Ladenburg Thalmann & Co. Inc. 


 







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EXHIBIT E


 


Qomolangma Acquisition Corp.


1178 Broadway, 3rd Floor


New York, New York 10001


 

[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


	 	Re:	Trust Account - Amendment Notification Letter


 


Ladies and Gentlemen:


 


Reference is made to that
certain Investment Management Trust Agreement between Qomolangma Acquisition Corp (“Company”) and American Stock Transfer
& Trust Company, LLC, dated as of [*], 2022 (“Trust Agreement”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(k) of
the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $           from
the Trust Account to the account designated by the Company for distribution to the Public Stockholders that have requested redemption
of their Common Stock in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	QOMOLANGMA ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:        
	 	 	Title:


 


	cc:	Ladenburg Thalmann & Co. Inc. 


 


 





 


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