Exhibit 10.13


 


ADMINISTRATIVE SERVICES AGREEMENT


Qomolangma Acquisition Corp.


1178 Broadway,
3rd Floor


New York, NY
10001


 


Dated as of [___], 2022


 


Qomolangma Investments LLC


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


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


 


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


 


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


 


[signature page follows]


 




     


     


    

 


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



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	Qomolangma Investments LLC	 
	 	 
	By:	              	 
	Name:	 	 
	Title:	 	 



 


[Signature Page to Administrative
Services Agreement]