Exhibit 4.6


 


QOMOLANGMA ACQUISITION
CORP.


 


FORM OF RIGHTS
AGREEMENT


 


This Rights Agreement (this
“Agreement”) is made as of [_____], 2022 between Qomolangma Acquisition Corp., a Delaware corporation with offices at 1178
Broadway, 3rd Floor, New York, New York 10001 (the “Company”) and American Stock Transfer & Trust Company,
LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Rights Agent”).


 


WHEREAS, the Company is engaged
in an initial public offering (the “Public Offering”) of units of the Company’s equity securities (each, a “Unit”
and collectively, the “Units”) through Ladenburg Thalmann & Co., Inc. (the “Representative”), as representative
of the several underwriters (the “Underwriters”), each such Unit comprised of: (i) one share of common stock of the Company,
par value $.0001 per share (“Common Stock”); (ii) one redeemable warrant, each warrant entitling the holder thereof to purchase
one share of Common Stock; and (iii) one right to receive one-tenth (1/10) of one share of Common Stock (the “Public Rights”)
upon the happening of an Exchange Event (as defined below in Section 3.2), and in connection therewith, the Company has determined to
issue and deliver up to 5,750,000 Public Rights (including up to 750,000 Public Rights subject to the over-allotment option) to public
investors in the Public Offering; and


 


WHEREAS, on ____________,
2022, the Company entered into certain Private Placement Unit Subscription Purchase Agreement with Qomolangma Investments LLC (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 235,500 Private Placement Units (or 256,125 Private Placement Units if
the over-allotment option is exercised in full by the Underwriters) simultaneously with the closing of the Public Offering at a purchase
price of $10.00 per Unit and in connection therewith, will issue and deliver up to an aggregate of 235,500 rights (or 256,125 if the over-allotment
option is exercised in full by the Underwriters) (“Private Placement Rights”); and


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined in the Company’s Amended
and Restated Certificate of Incorporation), the Sponsor or an affiliate of the Sponsor or certain of the Company’s 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 may be converted
into up to an additional 150,000 Units (“Private Placement Units”) at a price of $10.00 per Unit, and in connection therewith,
the Company will issue and deliver up to an aggregate of 150,000 rights as part of such Private Placement Unit (the “Working Capital
Rights”); and


 


WHEREAS, the Company may issue
additional rights from time to time that are to be governed by this Agreement (“Post-IPO Rights” and together with the Private
Placement Rights, the Working Capital Rights and the Public Rights, the “Rights”) in connection with, or following the consummation
by the Company of, a Business Combination; and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-1, File No. 333-___________
(the “Registration Statement”), and the prospectus forming a part thereof (collectively, the “Prospectus”), for
the registration under the Securities Act of 1933, as amended, of the Units, each of the securities comprising the Units, and the shares
of Common Stock underlying the Units including the Public Rights and which Registration Statement has been declared effective by the SEC;
and


 


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


 


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


 


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


 


2. Rights.


 


2.1. Form
of Right. Each Right shall be issued in registered form only, 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 and the Secretary
of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed
upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right 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 Rights Agent pursuant to this Agreement, a Right shall be invalid and of
no effect and may not be exchanged for shares of Common Stock.


 


2.3. Registration.


 


2.3.1 Right
Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration
of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names
of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by
the Company.


 


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


 


2.4. Detachability
of Rights. The securities comprising the Units, including the Rights, will begin to trade separately on (i) the first trading day
following the 52nd day after the effectiveness of the Registration Statement, or (ii) such earlier date as the Representative
shall determine is acceptable. 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 the Company’s receipt of the gross
proceeds of the Public Offering and (ii) issues a press release announcing when such separate trading will begin.


 


3. Terms
and Exchange of Rights.


 


3.1. Rights.
Except in cases where the Company is not the surviving entity after the occurrence of an Exchange Event, each holder of a Right shall
automatically receive one-tenth of one share of Common Stock upon consummation of an Exchange Event. No additional consideration shall
be paid by a holder of Rights in order to receive his, her or its shares of Common Stock upon an Exchange Event, as the purchase price
for such shares of Common Stock has been included in the purchase price for the Units. In no event will the Company be required to net
cash settle the Rights or issue fractional shares of Common Stock. The provisions of this Section 3.1 may not be modified, amended or
deleted without the prior written consent of the Representative.


 


3.2. Exchange
Event. An “Exchange Event” shall be deemed to occur automatically upon the Company’s consummation of an initial
Business Combination.


 






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3.3. Exchange
of Rights.


 


3.3.1 Issuance
of Certificates. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to
return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall make (or cause to
be made) entries in its Register of Stockholders and issue to the Registered Holder of such Right(s) a certificate or certificates for
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. The Company shall not issue fractional shares upon exchange of Rights. At the time of an Exchange Event, the Company will either
instruct the Rights Agent to round down to the nearest whole share of Common Stock or otherwise inform it how fractional shares will be
addressed in accordance with Delaware law.


 


3.3.2 Valid
Issuance. All shares of Common Stock issued upon an Exchange Event in conformity with this Agreement and the Amended and Restated
Certificate of Incorporation of the Company shall be validly issued, fully paid and nonassessable.


 


3.3.3 Date
of Issuance. Each person 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 of Common Stock on the date that the person’s name is entered in the Register
of Stockholders of the Company, which shall be the date of the Exchange Event, irrespective of the date of delivery of such certificate.


 


3.3.4 Company
Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the surviving entity, each
holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the 1/10 of a share of Common Stock
underlying each Right (without paying any additional consideration) upon consummation of the Exchange Event. Each holder of a Right will
be required to indicate his, her or its election to convert the Rights into the underlying shares of Common Stock as well as to return
the original certificates evidencing the Rights to the Company.


 


3.4. Duration
of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4. Transfer
and Exchange of Rights.


 


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


 


4.2. Procedure
for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer,
and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the Registered Holder of the Rights
so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer
bears a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent
has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also
bear a restrictive legend.


 


4.3. Fractional
Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a Right Certificate for a fraction of a Right.


 


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


 






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4.5. Right
Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by
the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 


5. Other
Provisions Relating to Rights of Holders of Rights.


 


5.1. No
Rights as Stockholder. Until exchange of a Right for shares of Common Stock as provided for herein, a Right 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.


 


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


 


5.3. 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 will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


5.4. Adjustments
to Conversion Ratios. The number of shares of Common Stock that the holders of Rights are entitled to receive as a result of the occurrence
of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, share dividend, reorganization,
recapitalization, reclassification, combination, exchange of shares or other like change with respect to the shares of Common Stock occurring
on or after the date hereof and prior to the Exchange Event.


 


6. Concerning
the Rights Agent and Other Matters.


 


6.1. 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 Rights
Agent in respect of the issuance or delivery of shares of Common Stock upon the exchange of Rights, but the Company shall not be obligated
to pay any transfer taxes in respect of the Rights or such shares of Common Stock.


 


6.2. Resignation,
Consolidation, or Merger of Rights Agent.


 


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


 






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


 


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


 


6.3. Fees
and Expenses of Rights Agent.


 


6.3.1 Remuneration.
The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse
the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


6.3.2 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 Rights Agent for the carrying
out or performing of the provisions of this Agreement.


 


6.4. Liability
of Rights Agent.


 


6.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights 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 Operating Officer or Chief Financial Officer and delivered to the Rights Agent.
The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.


 


6.4.2 Indemnity.
The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6
below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of
the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3 Exclusions.
The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right; 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 Right or as to whether any
shares of Common Stock will when issued be valid and fully paid and nonassessable.


 


6.5. Acceptance
of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth.


 


6.6. Waiver.
The Rights 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 Rights 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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7. Miscellaneous
Provisions.


 


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


 


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


 


Qomolangma Acquisition Corp.


1178 Broadway, 3rd Floor


New York, New York 10001

Attention: Chief Executive Officer


 


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


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attention: Relationship Management


 


7.3. Applicable Law.
The validity, interpretation, and performance of this Agreement and of the Rights 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 Right 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, which jurisdiction
shall be exclusive. Each of the Company and the Right Agent hereby waives 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 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. Any such process or summons to be served upon the Company 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 7.2
hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or
claim.


 


7.4. Persons
Having Rights under this Agreement. Nothing in this 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 Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative, any right, remedy, or
claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4 and 7.8 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
the Representative with respect to the Sections 3.1, 7.4 and 7.8 hereof) and their successors and assigns and of the Registered Holders
of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.


 


7.5. Examination
of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the
Borough of Brooklyn, City and State of New York, for inspection by the Registered Holder of any Right. The Rights Agent may require any
such holder to submit his, her or its Right for inspection by it.


 






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7.6. 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.


 


7.7. 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.


 


7.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or of 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. All other modifications or amendments shall require the written consent or vote
of the Registered Holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended
or deleted without the prior written consent of the Representative.


 


7.9. 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 Appears Next]


 




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


 


	 	Qomolangma Acquisition Corp.
	 	 	 
	 	By:	/s/
	 	Name: 	Jonathan P. Myers
	 	Title: 	Chief Executive Officer



 


	 	American Stock Transfer & Trust Company, LLC
	 	 	 
	 	By:	/s/
	 	Name:	 
	 	Title:	 



 








     


     


    

 


Exhibit A Form of Right Certificate





 


 


 




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	NUMBER	RIGHTS



 


QOMOLANGMA ACQUISITION CORP.

A DELAWARE CORPORATION


 


Form of


 


PUBLIC RIGHTS CERTIFICATE


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


CUSIP


 


This Rights Certificate
certifies that           , or registered assigns, is the registered holder of
a right or rights (the “Right”) to automatically receive one-tenth of one share of common stock, par value $0.0001
per share (“Common Stock”), of Qomolangma Acquisition Corp. (the “Company”) for each
Right evidenced by this Rights Certificate on the Company’s completion of an initial business combination (as defined in the final
prospectus relating to the Company’s initial public offering (“Prospectus”) upon surrender of this Rights
Certificate pursuant to the Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent
(the “Rights Agent”). In no event will the Company be required to net cash settle any Right or issue a fractional
share of Common Stock.


 


Upon liquidation of the Company in the event an
initial business combination is not consummated during the required period as identified in the Company’s Amended and Restated Certificate
of Incorporation, the Rights shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s
trust account (as defined in the Prospectus).


 


Upon due presentment for registration of transfer
of the Right Certificate at the office or agency of American Stock Transfer & Trust Company, LLC, the Rights Agent, a new Right Certificate
or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange
for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional
shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner
(as provided in the Rights Agreement).


 


The Company and the Rights Agent may deem and
treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes,
and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


This Right does not entitle the registered holder
to any of the rights of a stockholder of the Company. This Right 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.


 


Dated:


	
    SECRETARY
	 	CHIEF EXECUTIVE OFFICER


 


SEAL


 




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The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
     

    TEN COM – as tenants in common

    TEN ENT – as tenants by the entireties

    JT TEN – as joint tenants with right of survivorship and not
    as tenants in common
	
    UNIF GIFT MIN

    ACT -

    (Cust)

    under U.S. Uniform Gifts to Minor Act
	Custodian



(Minor)


 


Additional Abbreviations may also be used though
not in the above list.


 


QOMOLANGMA ACQUISITION CORP.


 


The Company will furnish without
charge to each security holder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of equity securities or series thereof of the Company and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions
of the Rights Agreement, the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions
of the Board of Directors providing for the issuance of securities (copies of which may be obtained from the secretary of the Company),
to all of which the holder of this certificate by acceptance hereof assents.


 


For value received,__________________________
hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


	
     

    

     



 


(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S)) Rights represented by the within Certificate, and do hereby irrevocably constitute
and appoint _______________________________________________________________ Attorney to transfer the said rights on the books of
the within named Company will full power of substitution in the premises.


 


Dated


 


		Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.



 


	 	 
	Signature(s) 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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).


 


The holder of this certificate shall have no right
or interest of any kind in or to the funds held in the Company’s trust fund (as defined in the Prospectus).


 


 


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