Exhibit 4.5


 


QOMOLANGMA ACQUISITION CORP. WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of June __, 2022, is by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American
Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”
or also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company intends to effect an initial
public offering (the “Offering”) of units (“Units”) of the Company’s equity securities, each such unit
comprised of (i) one share of common stock of the Company, of par value $0.0001 per share (“Common Stock”); (ii) one redeemable
Public Warrant (as defined below) and one right to receive 1/10th of one share of Common Stock (“Right”); and


 


WHEREAS, as part of the Offering, the Company
will issue and deliver up to 5,000,000 warrants (or up to 5,750,000 warrants if the Over-allotment Option (as defined below) is exercised
in full) to public investors in the Offering (the “Public Warrants”); and


 


WHEREAS, each Public Warrant entitles the holder
thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, on June__, 2022, the Company entered
into that certain Private Placement Units Purchase Agreement with Qomolangma Investments LLC, a Delaware limited liability company (the
“Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 235,500 units (or up to 256,125 units if the
Over-allotment Option in connection with the Offering is exercised in full) (the “Private Placement Units”) simultaneously
with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), each Private Placement Unit comprised
of one share of Common Stock, one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial Business
Combination (as defined below) and one warrant (the “Private Placement Warrant”), each Private Placement Warrant entitling
the holder thereof to purchase one share of Common Stock for $11.50 per share; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the
Sponsor or certain of the Company’s executive 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 of such loans may be convertible into up to an additional 150,000 units (the “Working
Capital Units”), each Working Capital Unit comprised of one share of Common Stock, one right to receive one-tenth (1/10) of a share
of Common Stock upon the consummation of an initial Business Combination (as defined below) and one warrant (the “Working Capital
Warrant”), each Working Capital Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share,
at a price of $10.00 per Working Capital Unit; and


 


WHEREAS, following consummation of the Offering,
the Company may issue additional warrants to purchase shares of Common Stock (“Post IPO Warrants”; together with the Public
Warrants, the Private Placement Warrants, and the Working Capital Warrants, collectively the “Warrants”) in connection with,
or following the consummation by the Company of a Business Combination (defined below); and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-[____] (the “Registration
Statement”) and prospectus (the “Prospectus”), for the registration for offer and sale, under the Securities Act of
1933, as amended (the “Securities Act”), of the Units, the Public Warrants, the Rights and the shares of Common Stock included
in the Units and which Registration Statement has been declared effective by the Commission on June __, 2022; and


 


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


 






     


     


    

 


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


 


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


 


2.    Warrants.


 


2.1 Form of Warrant. Each Warrant shall
be issued in registered form only, and, if a physical certificate is issued, 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,
President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant 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. If a physical
certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be
invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register. The Warrant
Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer
of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the
Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry
Warrant Certificate”) deposited with [The Depository Trust Company (the “Depositary”) and registered in the name of
Cede & Co., a nominee of the Depositary]1.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts
with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make its book-entry
settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for
book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants
available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent
for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive
certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate
shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.


 






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


 


2.4 Detachability of Warrants. The shares
of Common Stock, the Public Warrants and the Rights comprising the Units may begin separate trading on the 52nd day following the date
of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York
City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following
such date, or earlier (the “Detachment Date”) with the consent of Ladenburg Thalmann & Co. Inc., as representative of
the several underwriters, but in no event shall the shares of Common Stock, the Public Warrants and the Rights comprising the Units be
separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the
exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”), if
the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and files with
the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


2.5 Post IPO Warrants. As described above,
in connection with additional capital raising efforts following completion of its Offering and during the term of this Agreement, the
Company may desire to issue to third parties the Post IPO Warrants which Post IPO Warrants shall be issued in one or more offerings exempt
from registration under the Securities Act.


 


2.6 Private Placement Warrants and Working
Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except
that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable, the Private Placement
Warrants and the Working Capital Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the
Company of an initial Business Combination (as defined below); provided, however, that the Private Placement Warrants and the Working
Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon
exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:


 


		(a)	to the Company’s officers or directors,
                                            any affiliate or family member of any of the Company’s officers or directors, any affiliate
                                            of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors
                                            and direct and indirect equityholders;



 


		(b)	in the case of an individual, by gift to
                                            a member such individual’s immediate family or to a trust, the beneficiary of which
                                            is a member of such individual’s immediate family, an affiliate of such individual,
                                            or to a charitable organization;



 


		(c)	in the case of an individual, by virtue
                                            of the laws of descent and distribution upon death of such person;



 


		(d)	in the case of an individual, pursuant
                                            to a qualified domestic relations order;



 






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		(e)	[by private sales or transfers made in connection
                                            with the consummation of the Company’s initial Business Combination at prices no greater
                                            than the price at which the Warrants were originally purchased;]2



 


		(f)	in the event of the Company’s liquidation
                                            prior to consummation of the Company’s initial Business Combination; or



 


		(g)	by virtue of the laws of Delaware or
                                            the Sponsor’s operating agreement upon dissolution of the Sponsor;



 


provided, however, that, in the case of clauses
(a) through (g), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions in this Agreement.


 


2.7 Working Capital Warrants. The Working
Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8 Post-IPO Warrants. The Post-IPO Warrants,
when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant shall entitle
the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and
in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share
at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the
Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided,
that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants
and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2 Duration of Warrants. A Warrant may
be exercised only during the period (the “Exercise Period”) commencing on the later of the date that is: (i) thirty (30)
days after the first date on which the Company completes a merger, share exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”), or (ii) twelve
(12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on the earliest to occur of:
(x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation
of the Company in accordance with the Company’s amended and restated certificate of incorporation, as amended from time to time,
if the Company fails to complete a Business Combination, or (z) other than with respect to the Private Placement Warrants and the Working
Capital Warrants to the extent then held by the Sponsor or its Permitted Transferees, as applicable, the Redemption Date (as defined
below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall
be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration
statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private
Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor or any officers or directors of the Company, or
any of its Permitted Transferees) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than
a Private Placement Warrant or Working Capital Warrant to the extent then held by the Sponsor or its Permitted Transferees in the event
of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days
prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall
be identical in duration among all the Warrants.


 






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3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the
provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant
Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case
of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary
to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from
time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a
Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case
of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and
(iii) payment in full of the Warrant Price for each share of Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance
of such shares of Common Stock, as follows:


 


		(a)	in lawful money of the United States,
                                            in good certified check or good bank draft payable to the order of the Warrant Agent or by
                                            wire transfer;



 


		(b)	in the event of a redemption pursuant
                                            to Section 6 hereof in which the Company’s board of directors (the “Board”)
                                            has elected to require all holders of the Warrants to exercise such Warrants on a “cashless
                                            basis,” by surrendering the Warrants for that number of shares of Common Stock equal
                                            to the quotient obtained by dividing (x) the product of the number of shares of Common Stock
                                            underlying the Warrants, multiplied by the excess of the “Fair Market Value”,
                                            as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value.
                                            Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value”
                                            shall mean the average last sale price of the shares of Common Stock for the ten (10) trading
                                            days ending on the third trading day prior to the date on which the notice of redemption
                                            is sent to the holders of the Warrants, pursuant to Section 6 hereof; or



 


		(c)	as provided in Section 7.4 hereof.



 


3.3.2 Issuance of Shares of Common
Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry
position or certificate, as applicable, for the number of 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, and if such Warrant shall not have been exercised in full, a new book-entry position
or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised.
If fewer than all the Warrants evidenced by a Book Entry Warrant Certificate are exercised, a notation shall be made to the records maintained
by the Depositary, its nominee for each Book Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the
Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to issue any shares of Common
Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement
under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus
relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable
and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable
upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities
laws of the state of residence of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled
to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such
Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no
event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle
the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b) and Section 7.4.


 






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3.3.3 Valid Issuance. All shares
of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement and the Amended and Restated Certificate
of Incorporation of the Company shall be validly issued, fully paid and non-assessable.


 


3.3.4 Date of Issuance. Upon
proper exercise of a Warrant, the Company shall instruct the Warrant Agent, in writing, to make the necessary entries in the register
of stockholders of the Company in respect of the shares of Common Stock and to issue a certificate if requested by the holder of such
Warrant. Each person in whose name any book-entry position in the register of stockholders of the Company or certificate, as applicable,
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 on which the Warrant, or book-entry position in the register of stockholders of the Company representing such Warrant, was
surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated
Warrant, except that, if the date of such surrender and payment is a date when the register of stockholders or share transfer books of
the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares
of Common Stock at the close of business on the next succeeding date on which the register of stockholders, share transfer books or book-entry
system are open.


 


3.3.5 Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5;
however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is
made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right
to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify)
(the “Maximum Percentage”) of the shares of Common Stock issued and outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates
shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of
the Warrant, in determining the number of issued and outstanding shares of Common Stock, the holder may rely on the number of issued
and outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report
on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued
and outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2)
Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then issued and outstanding. In any
case, the number of issued and outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding
shares of Common Stock were reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase
shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1 Share Capitalizations.


 


4.1.1 Split-Ups. If after the
date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock is increased
by a capitalization of shares of Common Stock, or by a split of shares of Common Stock or other similar event, then, on the effective
date of such share capitalization, split or similar event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering to holders
of the shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value”
(as defined below) shall be deemed a capitalization of a number of shares of Common Stock equal to the product of (i) the number of shares
of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for shares of Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Common
Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering
is for securities convertible into or exercisable for the shares of Common Stock, in determining the price payable for shares of Common
Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Fair Market Value” means the volume weighted average price of the shares of Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on
the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of shares of Common Stock on account of such shares of Common Stock (or other shares of the Company into
which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below),
(c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination,
(d) as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented to
the stockholders of the Company for approval to satisfy the redemption rights of the holders of the shares of Common Stock in connection
with a vote to amend the Company’s amended and restated certificate of incorporation as provided therein to modify the substance
or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Business Combination
within the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption
of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its
assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the
Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common
Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any
cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding
cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable
on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2 Aggregation of Shares. If after the
date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock is decreased
by a consolidation, combination, reverse share split or redesignation of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse share split, redesignation or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding shares of Common
Stock.


 






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4.3 Adjustments in Exercise Price.


 


4.3.1 Whenever the number of shares
of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.3.2 If the Company issues additional
shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business
Combination at an issue price or effective issue price of less than $___ per share of Common Stock (as adjusted for share splits, share
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue
price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking
into account any founder shares held prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial
Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted
average trading price of the shares of Common Stock during the 20 trading day period starting on the trading day prior to the day on
which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $__ per share (as
adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the
Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price
and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market
Value and the Newly Issued Price.


 






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4.4 Replacement of Securities upon Reorganization,
etc. In case of any redesignation or reorganization of the issued and outstanding shares of Common Stock (other than a change under
subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case
of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than
a consolidation or merger in which the Company is the continuing corporation and that does not result in any redesignation or reorganization
of the issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection with which the Company is liquidated or dissolved,
the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable
upon such redesignation, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the
“Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale
or conveyance, the successor or purchasing entity shall execute an amendment hereto with the Warrant Agent providing for delivery of
such Alternative Issuance; provided, further, that (i) if the holders of the shares of Common Stock were entitled to exercise a right
of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind
and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable
shall be deemed to be the weighted average of the kind and amount received per share by the holders of the shares of Common Stock in
such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been
made to and accepted by the holders of the shares of Common Stock (other than a tender, exchange or redemption offer made by the Company
in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated
certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business
Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender
or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act
(or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate
is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the issued
and outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares
of Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after
the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4;
provided, further, that if less than 70% of the consideration receivable by the holders of the shares of Common Stock in the applicable
event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered
Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable
event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount
(in dollars) equal to the difference of (but in no event less than zero) (i) the Warrant Price in effect prior to such reduction minus
(ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount,
(1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted
average price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the
effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg
determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free
interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the shares of Common Stock consists exclusively of cash, the amount of such cash per
share of Common Stock, and (ii) in all other cases, the amount of cash per share of Common Stock, if any, plus the volume weighted average
price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by
subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions
of this Section 4.4 shall similarly apply to successive reclassification, reorganizations, mergers or consolidations, sales or other
transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






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4.5 Notices of Changes in Warrant. Upon
every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant,
at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6 No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock upon the exercise
of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole
number, the number of shares of Common Stock to be issued to such holder.


 


4.7 Form of Warrant. The form of Warrant
need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may
deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 






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4.8 Other Events. In case any event shall
occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but
which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate
the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants,
investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment
to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted
pursuant to this Section 4.8 as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


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


 


5.2 Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book Entry
Warrant Certificate or Definitive Warrant Certificate, each Book Entry Warrant Certificate and Definitive Warrant Certificate may be
transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee
of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend
(as in the case of the Private Placement Warrants and Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and
issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3 Fractional Warrants. The Warrant Agent
shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate
or book-entry position for a fraction of a warrant.


 


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


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the
Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants. Prior to the
Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and
only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit
on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing,
the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 






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6. Redemption.


 


6.1 Redemption. Subject to Section 6.4
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described
in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the
shares of Common Stock reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each
of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice
of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined
in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to
subsection 3.3.1; provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise
such redemption right if the issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from registration
or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2 Date Fixed for, and Notice of, Redemption.
In the event that the Company elects to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days
prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at
their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement)
at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares of Common
Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection
3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4 Exclusion of Private Placement Warrants
and the Working Capital Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to the
Private Placement Warrants or the Working Capital Warrants, if at the time of the redemption such Private Placement Warrants or the Working
Capital Warrants, continue to be held by the Sponsor or any Permitted Transferees, or the underwriters of the Offering, as applicable.
However, once such Private Placement Warrants and Working Capital Warrants, are transferred (other than to Permitted Transferees under
Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for
redemption are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants, to exercise
the Private Placement Warrants and the Working Capital Warrants, prior to redemption pursuant to Section 6.3. Private Placement Warrants
and Working Capital Warrants, that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private
Placement Warrants or Working Capital Warrants, and shall become Public Warrants under this Agreement.


 


7. Other Provisions Relating to Rights of Holders
of Warrants.


 


7.1 No Rights as Stockholder. A Warrant
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 general meetings or the election of directors of the Company or any other matter.


 


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


 






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7.3 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 shall be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Shares of Common Stock;
Cashless Exercise at Company’s Option.


 


7.4.1 Registration of the Shares
of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the
closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement for the
registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its
best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the
Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and
ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall
fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants,
to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing
(x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price
and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1,
“Fair Market Value” shall mean the volume weighted average price of the shares of Common Stock as reported during the ten
(10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the
holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant
Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant,
the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law
firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection
7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be
freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except
as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 


7.4.2 Cashless Exercise at Company’s
Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such
that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute),
the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in
subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants
who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its best efforts to
register or qualify for sale the Shares of

Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public
Warrant holder to the extent an exemption is not available.


 






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8. Concerning the Warrant Agent and Other Matters.


 


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


 


8.2 Resignation, Consolidation, or Merger of
Warrant Agent.


 


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


 


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


 


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


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.


 


8.3.2 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 Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 






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8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant 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 Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman
of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.


 


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


 


8.4.3 Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; 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 Warrant
or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


8.5 Acceptance of Agency. The Warrant Agent
hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth
and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay
to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of the Warrants.


 


8.6 Waiver. The Warrant Agent has no 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 Warrant
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. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all
rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


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


 






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9.2 Notices. Any notice, statement or demand
authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant 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 (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows:


 


Qomolangma Acquisition Corp.

1178 Broadway, 3rd Floor

New York, New York 10001

Attention: Chief Executive Officer


 


with a copy to:


 


Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attention: Christopher S. Auguste, Esq.


 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant 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 (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attention: Relationship Management


 


9.3 Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants 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 Warrant 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. Each of the Company and the Warrant Agent hereby waives
any objection to such 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.


 


9.4 Persons Having Rights under this Agreement.
Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and
the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement 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 their successors and assigns and of the Registered Holders of the
Warrants.


 


9.5 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Brooklyn, City
and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit
such holder’s Warrant for inspection by the Warrant Agent.


 






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9.6 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.


 


9.7 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.


 


9.8 Amendments. This Agreement may be amended
by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity, or 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, and (ii) to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written
consent of the Registered Holders of a majority of the then outstanding Public Warrants. Any amendment solely to the Private Placement
Warrants or the Working Capital Warrants shall require the vote or written consent of a majority of the holders of the then outstanding
Private Placement Warrants and the Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or
extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9 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 Follows]


 






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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	QOMOLANGMA ACQUISITION CORP.
	 	 	 
	 	By:	     
	 	Name:	Jonathan P. Myers
	 	Title:	Chief Executive Officer
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Warrant Agreement]


 






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EXHIBIT A

[Form of Public Warrant Certificate]

[FACE]


 





	Number	Warrants





 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


QOMOLANGMA ACQUISITION CORP.


 


Incorporated Under the Laws of the State of Delaware


 


CUSIP: [_____]3


 


Warrant Certificate


 


This Warrant Certificate certifies that , or registered
assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase
shares of common stock of par value $0.0001 (“Common Stock”), of Qomolangma Acquisition Corp., a Delaware corporation (the
“Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred
to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the
exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through
“cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions
set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


Each Warrant is initially exercisable for one
fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of the Warrants is subject
to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of Common
Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise
Period, such Warrants shall become void.


 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate 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.


 


[Signature Page Follows]


 






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	 	QOMOLANGMA ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Jonathan P. Myers
	 	Title:	Chief Executive Officer
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 






 






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	Number_______	CUSIP No. [__]






 


[Form of Warrant Certificate]

QOMOLANGMA ACQUISITION CORP.

[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or
to be issued pursuant to a Warrant Agreement dated as of June ___, 2022 (the “Warrant Agreement”), duly executed and delivered
by the Company to American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the
“Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant
Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered
Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for
in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants
evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued
to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject
to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be
issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to
the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection
therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants
nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






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Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
             shares of Common Stock and herewith
tenders payment for such shares of Common Stock to the order of Qomolangma Acquisition Corp. (the “Company”) in the
amount of $            in accordance with the terms hereof. The undersigned
requests that a certificate for such shares of Common Stock be registered in the name
of            , whose address
is            and that such shares of Common Stock be delivered to
           whose address
is            . If said number of shares of Common Stock is less than all of
the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares of Common Stock be registered in the name of            ,
whose address is            and that such Warrant Certificate be delivered
to            , whose address
is            .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant
to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be
exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows
for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to
receive shares of Common Stock. If said shares of Common Stock are less than all of the shares of Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares of Common Stock be registered in the name
of             , whose address is
           and that such Warrant Certificate be delivered
to             , whose address
is              .


 


[Signature Page Follows]


 



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	Date:                  , 20 ____	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)
	 	 
	Signature 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 (OR ANY SUCCESSOR RULE)).


 


 


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