Exhibit
4.5


 


WARRANT
AGREEMENT


 


This
Warrant Agreement (“Warrant Agreement”) is made as of [__________] [__], 2021, by and between Qomolangma Acquisition
Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant
Agent”).


 


WHEREAS,
the Company is engaged in a public offering (the “Public Offering”) of 5,000,000 units (the “Public Units”)
of the Company (and up to 750,000 additional Public Units if the underwriters’ over-allotment option is exercised in full), each
Public Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), one right (“Right”)
to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination, and one warrant (the
“Public Warrant” or “Public Warrants”), each Public Warrant entitling its holder to purchase one-half
of one share of Common Stock (the “Public Warrant Shares”) at an exercise price of $11.50 per whole share;


 


WHEREAS,
the Company has received a binding commitment from Qomolangma Investments LLC (the “Sponsor”) and Ladenburg Thalmann
& Co. Inc. (the “Representative”) to purchase an aggregate of 235,500 units (or 256,125 units if the over-allotment
option is exercised in full) in a private placement that will close simultaneously with the closing of the Public Offering, bearing the
legend set forth in Exhibit B hereto (collectively, the “Private Units” and together with the Public Units, the “Units”),
each Private Unit consisting of one share of Common Stock, one right to receive one-tenth (1/10) of one share of Common Stock upon the
consummation of an initial business combination and one warrant (the “Private Warrant”), with each Private Warrant
entitling its holder to purchase one-half of a share of Common Stock (the “Private Warrant Shares” and collectively
with the Public Warrant Shares, the “Warrant Shares”) at an exercise price of $11.50 per whole share;


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and
collectively with the Public Warrants and the Private Warrants, the “Warrants”) in connection with, or following the
consummation by the Company of, an initial business combination;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-[__] (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”)
of, among other securities, the Public Warrants;


 


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;


 


WHEREAS,
the Company desires to provide for the form, terms and provisions of the Warrants, including 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 legally valid and binding obligations of the Company, and
to authorize the execution and delivery of this Warrant 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 Warrant
Agreement.


 






     


     


    

 


		2.	Warrants.


  


	 	2.1	Form
    of Warrant. Each Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit A hereto,
    the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chairman of the Board,
    the Chief Executive Officer, the President, a Vice President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
    the Secretary or an Assistant Secretary 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. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant 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 the original
    issuance and transfers 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.


 


	 	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 shall be registered upon the Warrant Register (“Registered Holder”)
    as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
    writing on the 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. Each of the Common Stock, Rights and Warrants comprising the Units will begin to trade separately on (i) the 52nd
    day after the effectiveness of the Registration Statement, or (ii) such earlier date as the Representative shall determine
    is acceptable (such date, the “Detachment Date”). In no event will separate trading of the securities comprising
    the Units commence until the Company (i) files a Current Report on Form 8-K with the SEC including an audited balance sheet reflecting
    our receipt of the gross proceeds of the Public Offering and (ii) issues a press release announcing when such separate trading will
    begin.


 


	 	2.5	Private
    Warrants. The Private Warrants will be identical to the Public Warrants, except that (i) the Private Warrants shall be subject
    to the transfer restrictions specified in Section 5.7 hereof, (ii) the holders of the Private Warrants shall be entitled to registration
    rights with respect to the Private Warrants and the underlying shares of Common Stock pursuant to a registration rights agreement
    entered into by the Company and certain investors on the date hereof, and (iii) so long as the Private Warrants are held by the Sponsor or its Permitted Transferees,
    they may not be exercised more than five years from the date hereof.


 


	 	2.6	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.


 






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		3.	Terms
and Exercise of Warrants.


 


	 	3.1	Warrant
    Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
    of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
    at $11.50 per whole share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as
    used in this Warrant Agreement refers to the price per whole share at which Common Stock may be purchased at the time such Warrant
    is exercised. The Company will not issue fractional shares. As a result, such Registered Holder must exercise Warrants in multiples
    of two Warrants for one full Warrant Share at the Warrant Price (subject to adjustment) in order to validly exercise his, her or
    its Warrants.


 


	 	3.2	Duration
    of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later
    to occur of (i) 30 days following the completion of the Company’s initial business combination and (ii) 12 months following
    the closing of the Public Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) five years following
    the completion of the Company’s initial business combination and (ii) the date fixed for redemption of the Warrants as provided
    in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption
    Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all
    rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration
    Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will
    provide written notice of not less than [__] days to Registered Holders of such extension and that such extension shall be identical
    in duration among all of the then outstanding Warrants.


 


	 	3.3	Exercise
    of Warrants.


 


	 	3.3.1	Cash
    Exercise. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Company,
    may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its
    successor as Warrant Agent, currently being:


 


American
Stock Transfer & Trust Company, LLC

[__]

[__]

Attn: [__]


 


with
the subscription form, as set forth in the Warrant, duly executed, and by paying in full, in lawful money of the United States, by certified
or bank cashier’s check payable to the order of the Warrant Agent or by wire transfer to the Warrant Agent’s [__] bank account,
the Warrant Price for each whole Warrant Share 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 Warrant Shares, and the issuance of the Warrant Shares (such exercise,
a “Cash Exercise”). A Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder only
during such times that there is an effective registration statement registering the Warrant Shares, with the prospectus contained therein
being available for the resale of the Warrant Shares.


 






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	 	3.3.2	Cashless
    Exercise. Notwithstanding anything contained herein to the contrary, if there is no effective registration statement registering
    the Warrant Shares on any day the Registered Holder desires to exercise the Warrants and more than [__] days have passed since the
    Company completed its initial business combination, the Registered Holder may exercise the Warrants in whole or in part in lieu of
    making a cash payment for whole numbers of Warrant Shares, by providing notice to the Chief Financial Officer of the Company in a
    subscription form of its election to utilize cashless exercise, in which event the Company shall issue to the Registered Holder the
    number of Warrant Shares determined as follows:


 


X
= Y [(A-B)/A]


 


where:


 


X
= the number of Warrant Shares to be issued to the Registered Holder.


 


Y
= the number of Warrant Shares with respect to which this Warrant is being exercised.


 


A
= the fair market value of one share of Common Stock.


 


B
= the Warrant Price.


 


The
Registered Holder may not exercise any Warrants in the absence of a registration statement except pursuant to this Section 3.3.2.
For purposes of this Section 3.3.2 and Section 4.1, the fair market value of one share of Common Stock is defined as follows:


 


(i)
if the Company’s Common Stock is listed and traded on the New York Stock Exchange, the NYSE American, the NASDAQ Global Select
Market, the NASDAQ Global Market or the NASDAQ Capital Market (each, a “Trading Market”), the fair market value shall
be deemed the average of the closing price on such Trading Market for the 10 trading days ending on the third trading day immediately
prior to the date the subscription form is submitted to the Company in connection with the exercise of the Warrant; or


 


(ii)
if the Company’s Common Stock is not listed on a Trading Market, but is traded in the over-the-counter market, the fair market
value shall be deemed to be the average of the bid price on such Trading Market for the 10 trading days ending on the third trading day
immediately prior to the date the subscription form is submitted in connection with the exercise of the Warrant; or


 


(iii)
if there is no active public market for the Company’s Common Stock, the fair market value of the Common Stock shall be determined
in good faith by the Company’s board of directors.


 


	 	3.3.3	Fractional
    Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall not be required
    to issue any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder
    would be entitled under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s
    Warrants, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction
    of a Warrant Share will be disregarded); provided, that if more than one Warrant certificate is presented for exercise at the same
    time by the same Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise thereof shall be
    computed on the basis of the aggregate number of Warrant Shares issuable on exercise of all such Warrants.


 






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		3.3.4	Issuance
of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be
issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder,
deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have
been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been
exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without
applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to
the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common
Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion
of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are
qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered
Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise
or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration
upon exercise or otherwise “net cash settle” the Warrant.



 


	 	3.3.5	Valid
    Issuance. All shares of Common Stock issued upon the proper exercise or surrender of a Warrant in conformity with this Warrant
    Agreement shall be validly issued, fully paid and non-assessable.


 


	 	3.3.6	Date
    of Issuance. Each person or entity in whose name any such certificate for shares of Common Stock is issued shall, for all purposes,
    be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
    Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
    payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder
    of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


		3.3.7	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 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 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 such person may specify) (the “Maximum Percentage”) of the shares of Common Stock 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 outstanding shares of Common Stock, the holder may rely on
the number of 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 SEC as the case may be, (2) a more recent public announcement
by the Company, or (3) any other notice by the Company or the Warrant Agent setting forth the number of shares of Common Stock 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 outstanding. In any case, the number of 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 outstanding shares of Common Stock was 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	Stock
    Dividends, Splits. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding shares
    of Common Stock is increased or decreased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split
    of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the
    number of shares of Common Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase
    or decrease in outstanding shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling holders
    to purchase shares of Common Stock at a price less than the Fair Market Value shall be deemed a stock dividend 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 the shares of Common
    Stock) multiplied by (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, (i) if the rights offering is for securities convertible into
    or exercisable for shares of Common Stock, in determining the price payable for the 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 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 Trading
    Market, regular way, without the right to receive such rights.


 


	 	4.2	Aggregation
    of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of Common
    Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event (other than
    a change covered by Section 4.1), then, on the effective date of such consolidation, combination, reclassification 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 outstanding
    shares of Common Stock.


 


		4.3	Extraordinary
Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall
pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such Common
Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in
subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common
Stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of the Common Stock
in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete an initial
business combination within 12 months from the closing of the Public Offering (or up to 21 months from the closing of the Public Offering
if the Company extends the period of time to consummate a business combination, as described in more detail in the Registration Statement)
or (e) in connection with the redemption of the Common Stock upon the Company’s failure to consummate a business combination (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 the fair market value (as determined
by the Company’s board of directors, 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 4.3, “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 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).



 






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	 	4.4	Adjustments
    in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as
    provided in Sections 4.1 and 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, (a) 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 (b) the denominator of which shall be the number of shares
    of Common Stock so purchasable immediately thereafter.


 


	 	4.5	Replacement
    of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
    Stock (other than a change covered by Sections 4.1 or 4.2 hereof or one 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 corporation (other than a consolidation
    or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of
    the outstanding shares of Common Stock), or, in the case of any sale or conveyance to another corporation or 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 dissolved,
    the Registered Holders 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 of stock or other securities or property (including
    cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale
    or transfer, that the Registered Holder would have received if such Registered Holder had exercised his, her or its Warrant(s) immediately
    prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Sections 4.1 or 4.2,
    then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.5 shall
    similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


	 	4.6	Notices
    of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares 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 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 – 4.5 the Company shall give written notice to each Registered Holder, at the last address
    set forth for such Registered 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.


 






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	 	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 as is stated in the Warrants initially issued
    pursuant to this Warrant Agreement. However, 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.


 


	 	4.8	Notice
    of Certain Transactions. In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe
    for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities,
    rights or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares of
    Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall
    send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses
    as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights,
    or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any
    such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of
    any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable
    upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would
    be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such
    action.


 


	 	4.9	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 such firm determines that an adjustment is necessary, the terms of such adjustment. 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	Transfer
    of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with any 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.
    From and after the Detachment Date, this Section 5.1 will have no further force and effect.


 


	 	5.2	Registration
    of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the Warrant Register,
    upon surrender of such Warrant for transfer, 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. The Warrants so cancelled shall be delivered by the Warrant Agent to
    the Company from time to time upon the Company’s request.


 






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	 	5.3	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, in the event
    a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue new
    Warrants in exchange therefor 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.


 


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


 


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


 


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


 


	 	5.7	Private
    Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company
    of an initial business combination, except for transfers (i) among the initial stockholders or to the initial stockholders’
    or the Company’s officers, directors, consultants, members, family members or their affiliates, (ii) to a holder’s stockholders
    or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the
    holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate
    family or an affiliate of such person, or to a charitable organization, (iv) by virtue of the laws of descent and distribution upon
    death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with
    the consummation of a business combination, (vii) in connection with the consummation of a business combination by private sales
    at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s
    liquidation prior to its consummation of an initial business combination, (ix) in the event that, subsequent to the consummation
    of an initial business combination, the Company completes a liquidation, merger, share exchange or other similar transaction which
    results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
    or other property, or (x) by virtue of the laws of the State of Delaware or our Sponsor’s organizational or governing documents
    upon dissolution of our Sponsor, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written
    consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
    pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee
    agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound
    by.


 






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		6.	Redemption.


 


	 	6.1	Redemption.
    Subject to the second sentence of this Section 6.1, all (and not less than all) of the outstanding Warrants may be redeemed, in whole
    and not in part, at the option of the Company, at any time from and after the Warrants become exercisable, and prior to their expiration,
    at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
    Price”); provided that the last sales price of the Common Stock has been equal to or greater than $18.00 per share (subject
    to adjustment for splits, dividends, recapitalizations and other similar events), for any twenty (20) trading days within a thirty
    (30) trading day period ending on the third business day prior to the date on which notice of redemption is given and provided further
    that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants for each
    day in the aforementioned 30-day trading period and continuing each day thereafter until the Redemption Date (defined below). If
    and when the Warrants become redeemable by the Company under this Section, the Company may not exercise its redemption right if it
    is unable to register or qualify the Warrant Shares for sale under all applicable state securities laws.


 


		6.2	Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect 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 30 days prior to the date fixed for redemption to the Registered Holders of the Warrants to be
redeemed at their last addresses as they shall appear on the Warrant Register. 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 in accordance with Section 3 of this Warrant 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;
    provided that the Company may require the Registered Holder who desires to exercise the Warrant to elect cashless exercise as set
    forth under Section 3.3.2, and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires.
    On and after the Redemption Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender
    of the Warrants, the Redemption Price.


 


	 	6.4	No
    Other Rights to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder of any Warrant
    shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of any
    Warrant under this Warrant Agreement.


 


		7.	Other
Provisions Relating to Rights of Registered 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 meetings of stockholders 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 terms 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.


 


	 	7.3	Reservation
    of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
    Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


	 	7.4	Registration
    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 a business combination, it shall use its best efforts to file with the SEC, and within sixty (60) business days after
    the closing of a business combination to have declared effective, a registration statement for the registration under the Act of
    the shares of Common Stock issuable upon exercise of the Warrants, and 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. In addition, the Company agrees to use its best efforts to register the shares
    of Common Stock issuable upon exercise of the Warrants under state blue sky laws, 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 will, 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 Warrants, but the Company shall
    not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


	 	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 Registered Holder of the Warrant
    (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the Registered 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.
    Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
    the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of
    New York, and be authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
    or state authorities. 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 Common Stock not later than the effective date of any such appointment.


 


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


 






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	 	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 Warrant Agent hereunder and will 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 Warrant Agreement.


 


	 	8.4	Liability
    of Warrant Agent.


 


		8.4.1	Reliance
on Company Statement. Whenever, in the performance of its duties under this Warrant 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 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 Warrant 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 hold 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 Warrant 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 Warrant Agreement or with respect to the validity
    or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
    covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it 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 Warrant Agreement
    or any Warrant or as to whether any shares of Common Stock will 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 Warrant 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 moneys received by the Warrant Agent for the purchase of shares
    of the Company’s Common Stock through the exercise of Warrants.


 


	 	8.6	Waiver.
    The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
    in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the
    date hereof, by and between the Company and the 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.


 






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		9.	Miscellaneous
Provisions.


 


	 	9.1	Successors.
    All the covenants and provisions of this Warrant 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.


 


	 	9.2	Notices.
    Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the Registered
    Holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier
    service, 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, NY 10001

Attention: Jonathan P. Myers, Chief Executive Officer


 


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


 


Kramer
Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: Christopher S. Auguste


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the
Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


American
Stock Transfer & Trust Company, LLC

[__]

[__]


 


Any
notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it
is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered or certified
mail on the third day after registration or certification thereof.


 


	 	9.3	Applicable
    Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects
    by the laws of the State of New York, without giving effect to conflict of laws. The Company and the Warrant Agent hereby agree that
    any action, proceeding or claim against either of them arising out of or relating in any way to this Warrant Agreement shall be brought
    and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and
    irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the Warrant Agent hereby waive any
    objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created
by the Exchange Act, any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action
arising under the Act against us or any of our directors, officers, other employees or agents. Any process or summons to be
    served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified mail, return
    receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed
    personal service and shall be legal and binding upon the party receiving such service in any action, proceeding or claim.


 






    - 13 -


     


    

 


	 	9.4	Persons
    Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from
    any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
    the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 9.2 hereof, the Representative and
    the underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
    promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant 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 Warrant Agreement shall be available at all reasonable times at the office of the Warrant
    Agent in the Borough of [__], City and State of [__], for inspection by the Registered Holder of any Warrant. The Warrant Agent may
    require any such Registered Holder to submit his, her or its Warrant for inspection.


 


	 	9.6	Counterparts-
    Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall,
    for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile
    signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


	 	9.7	Effect
    of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect
    the interpretation thereof.


 


	 	9.8	Amendments.
    This Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement
    (a “Supplemental Agreement”), without the consent of any of the Warrant Holders, for the purpose of (i) curing
    any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions with
    respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the provisions of this Warrant
    Agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company and the assumption by
    any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing
    for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the
    Company for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company under this Warrant
    Agreement, or (viii) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or
    desirable and that will not adversely affect the interests of the Registered Holders in any material respect. All other modifications
    or amendments to this Warrant Agreement, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall
    require the written consent of the Registered Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing,
    the Company may extend the duration of the Exercise Period in accordance with Section 3.2 without such consent and an exchange offer
    made in respect of both the Public Warrants on the same terms will not constitute an amendment requiring consent of any Warrant Holder.


 


	 	9.9	Severability.
    This Warrant 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 Warrant 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 Warrant
    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]


 






    - 14 -


     


    

 


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


 


	 	QOMOLANGMA ACQUISITION CORP.
	 	 
	 	By:	                              
	 	 	Name:
	 	 	Title:





 





	 	American Stock Transfer 

& Trust Company, LLC
	 	 
	 	By:	                                                
	 	 	Name:
	 	 	Title:


 


[Signature Page to Warrant
Agreement]


 






     


     


    

 


Exhibit
A


 


Form
of Warrant


 


 


 


 


 






     


     


    

 


Exhibit
B


 


LEGEND
FOR PRIVATE WARRANTS


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG QOMOLANGMA ACQUISITION CORP. (THE “COMPANY”), American
Stock Transfer & Trust Company, LLC, AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION EXCEPT TO A PERMITTED
TRANSFEREE (AS DEFINED IN SECTION 5.7 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER
PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO
REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.