Exhibit 10.2


 


FORM OF INSIDER’S LETTER


 


____________ __, 2022


 


Qomolangma Acquisition Corp.

11178 Broadway, 3rd Floor

New York, New York, 10001


 


Underwriter Representative

Ladenburg Thalmann & Co., Inc.


277 Park Avenue, 26th Floor


New York, NY 10172


 


Re: Qomolangma Public
Offering; Voting, Lock-Up and Waiver


 


Ladies and Gentlemen:


 


This letter (this
“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) to be entered into by and between Qomolangma Acquisition Corp., a Delaware
corporation (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the
“Representative”) of the several underwriters (each, an “Underwriter” and
collectively, the “Underwriters”), relating to an underwritten initial public offering (the
“Public Offering”), of 5,750,000 of the Company’s units (including up to 750,000 units that may be
purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant to purchase
one share of Common Stock (“Warrant”) and one right (“Right”) to receive 1/10th of
one share of Common Stock. Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per
share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File
No. 333-_______) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) and the Company shall apply to have the Units and components thereof listed
on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 12 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Qomolangma Investments LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1. The
Sponsor and each Insider agrees that (A) if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business
Combination and (ii) not redeem any Shares owned by it, him or her in connection with such stockholder approval, (B) if the Company engages
in a tender offer in connection with any proposed Business Combination, it, he or she shall not sell any Shares to the Company in connection
therewith and (C) if the Company seeks stockholder approval of any proposed amendment to the Charter prior to the consummation of a Business
Combination, it, he or she shall not redeem any Shares owned by it, him or her in connection with such stockholder approval.


 






     


     


    

 


2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the time period
set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to
lawfully available funds therefor, redeem 100% of the shares of Common Stock sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (less up to $50,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of
applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance or
timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within the time period described in the Prospectus or (ii) with respect to any other provision relating to stockholders’ rights
or pre-Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares
of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
any taxes, divided by the number of then outstanding Offering Shares.


 


3. The undersigned hereby
waives any right to exercise redemption rights with respect to any shares of the Company’s Common Stock owned or to be owned
by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such shares are
Founder Shares, shares underlying the Private Placement Units or shares purchased by the undersigned in the Public Offering or in
the aftermarket, and agrees that it, he or she will not seek redemption with respect to such shares in connection with any vote to
approve a Business Combination or an amendment to the Charter described in paragraph 2 above (or sell such shares to the Company in
a tender offer in connection with such a Business Combination or such amendment). The Sponsor and each Insider acknowledges that it,
he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares and Private Placement Units held by it, him
or her. The Sponsor and each Insider hereby further waives any claim such Sponsor or Insider may have in the future as a result of,
or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever except in each case with respect to the Insider’s
right to a pro rata interest in the proceeds held in the Trust Account with respect to liquidating distributions from the Trust
Account for any Offering Shares such Sponsor or Insider may hold if we fail to complete our initial Business Combination within the
required time frame. Without limiting the foregoing, the Sponsor and each Insider acknowledges that, if the Company does not
complete a Business Combination, any amounts loaned to the Company to extend the deadline for the completion of a Business
Combination (as described in the Prospectus) will not be repaid and such Sponsor or Insider waives any claim it, he or she may have
against the Company or the Trust Account with respect thereto.


 


4. During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock,
Founder Shares, Warrants, Rights or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, shares of Common Stock, Founder Shares, Warrants, Rights or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).
Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this Section 4 or Section 8 below, the Company shall announce the impending release or waiver by press release through a
major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall
only be effective two business days after the publication date of such press release. The provisions of this Section will not apply if
the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound
by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of
the transfer.


 






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5. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as
a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target business
with which the Company has entered into a letter of intent, confidentiality or other similar agreement or a Business Combination agreement
(a “Target”); provided, however, that such indemnification of the Company by the Sponsor shall
apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent
public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.10
per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to reductions
in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned
on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target)
who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the
event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the
extent of any liability for such third-party claims. The Sponsor shall have the right to defend against any such claim with counsel of
its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor,
the Sponsor notifies the Company in writing that it shall undertake such defense.


 


6. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 750,000 Units within 45 days
from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder
Shares in the aggregate equal to 187,500 multiplied by a fraction, (i) the numerator of which is 750,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000.


 


7. The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the
event of a breach by such Sponsor or an Insider of its, his or her obligations under Sections 1, 2, 3, 4, 5, 8(a), 8(b), and 9, as applicable,
of this Letter Agreement; (ii) monetary damages may not be an adequate remedy for such breach; and (iii) the non-breaching party shall
be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


8.(a)The Sponsor and
each Insider agrees that it, he or she shall not (a) Transfer 50% of their Founder Shares until the earlier of (A) six months after the
consummation of the Company’s initial Business Combination or (B) the date on which the closing price of the shares of Common Stock
equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial
Business Combination or (b) Transfer the remaining 50% of their Founder Shares until six months after the date of the consummation of
the Company’s initial Business Combination, or earlier in either case, if subsequent to the Company’s initial Business Combination
the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder
Shares Lock-up Period”).


 


(b) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Placement Units (or Warrants and shares of Common Stock issued or
issuable upon the conversion of the Private Placement Units and the Rights underlying such Private Placement Units), until 30 days
after the completion of a Business Combination (the “Private Placement Units Lock-up Period”, together
with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the
provisions set forth in Sections 8(a) and (b), Transfers of the Founder Shares, Private Placement Units, Rights and Warrants and
shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Units and the Rights underlying
such Private Placement Units held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this
Section 8(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the
Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an
individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a
member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case
of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an
individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in
connection with the consummation of a Business Combination at prices no greater than the price at which the securities were
originally purchased; (f) transfers in the event of the Company’s liquidation prior to the completion of an initial Business
Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor; (h) in the event of the Company’s liquidation, merger, share exchange, reorganization 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 subsequent to the completion of the Company’s initial Business
Combination; and (i) transfers in connection with the Company’s initial Business Combination with the Company’s consent
to any third party; provided, however, that in the case of clauses (a) through (e), (h) and (i), these permitted transferees must
enter into a written agreement agreeing to be bound by the restrictions herein.


 






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9. The Sponsor and each
Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company and the Representative (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the undersigned’s
background. Each undersigned’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider
represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities
in any jurisdiction; it or he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it or he is
not currently a defendant in any such criminal proceeding.


 


10. Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, or cash payments prior to, or in connection
with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of
the type of transaction that it is), other than the amounts described in the Prospectus under the heading “Summary – The Offering
– Limited Payments to Insiders.”


 


11. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable,
to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as
an officer and/or director of the Company.


 


12. As
used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the shares of Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean
the 1,437,500 shares of Common Stock, initially issued to the Sponsor (up to 187,500 Shares of which are subject to complete or partial
forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase price of $25,000,
or $0.0174 per share, prior to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean
the Sponsor and any Insiders that hold Founder Shares; (v) “Private Placement Units” shall mean the up to 235,500
Units which the Sponsor has agreed to purchase for an aggregate purchase price of $2,355,000, or $10.00 per Private Placement Unit, in
a private placement that shall occur simultaneously with the consummation of the Public Offering (subject to increase to up to 256,125
units for the exercise of the over-allotment); (vi) “Public Stockholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net
proceeds of the Public Offering shall be deposited with American Stock Transfer & Trust Company, LLC; (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b); and (ix) “Charter” shall mean the Company’s
amended and restated certificate of incorporation, as the same may be amended from time to time.


 


13. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 






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14. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this Section shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


15. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof; provided,
however, Ladenburg Thalmann & Co. Inc. as representative of the Underwriters shall be deemed a beneficiary hereof and be entitled
to enforce the provisions of this Agreement. All covenants, conditions, stipulations, promises and agreements contained in this Letter
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and
assigns and permitted transferees.


 


16. This
Letter 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.


 


17. This
Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


19. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.


 


20. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided,
however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by [[__],
2022]1; provided further that Section 5
of this Letter Agreement shall survive such liquidation.


  


[Signature Page to Letter Agreement]


 






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	 	COMPANY:
	 	Qomolangma Acquisition Corp.
	 	 
	 	By:	 
	 	Name:	                                          
	 	Title:	 
	 	 
	 	SPONSOR:
	 	Qomolangma Investments LLC
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 
	 	OFFICERS AND DIRECTORS:
	 	 
	 	____________________________
	 	 ____________________, Chairman, President and Chief Executive Officer
	 	 
	 	____________________________
	 	 ____________________, Chief Financial Officer and Director
	 	 
	 	____________________________
	 	 ____________________, Director
	 	 
	 	____________________________
	 	 ____________________, Director
	 	 
	 	____________________________
	 	 ____________________, Director



 


 


 


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