Exhibit 10.1


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal Amount: $200,000 	Dated as of September 5, 2021 


 


Qomolangma Acquisition Corp, a Delaware corporation
(the “Maker”), promises to pay to the order of Qomolangma Investments LLC or its registered assigns or successors in
interest (the “Payee”) the principal sum of Two-Hundred Thousand Dollars ($200,000) in lawful money of the United States
of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately
available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice
in accordance with the provisions of this Note.


 


		1.	Principal. The principal balance of this Promissory
Note (this “Note”) shall be payable promptly after the date on which the Maker consummates an initial public offering
of its securities or the date on which the Company determines not to conduct an initial public offering of its securities. The principal
balance may be prepaid at any time.



 


		2.	Interest. No interest shall accrue on the unpaid principal
balance of this Note.



 


		3.	Application of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable
attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of
this Note.



 


		4.	Events of Default. The following shall constitute
an event of default (“Event of Default”):



 


		(a)	Failure to Make Required Payments. Failure by Maker
to pay the principal of this Note within five (5) business days following the date when due.



 


		(b)	Voluntary Liquidation, Etc. The commencement by Maker
of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it
to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors,
or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance
of any of the foregoing.



 




     


     


    

 


		(c)	Involuntary Bankruptcy, Etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under any applicable bankruptcy,
insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance
of any such decree or order unstayed and in effect for a period of 60 consecutive days.



 


		5.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in Section
4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal
amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing
the same to the contrary notwithstanding.



 


		(b)	Upon the occurrence of an Event of Default specified in Sections
4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and
immediately become due and payable, in all cases without any action on the part of Payee.



 


		6.	Waivers. Maker and all endorsers and guarantors of,
and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to
the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.



 


		7.	Unconditional Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees
that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s
liability hereunder.



 


		8.	Notices. Any notice called for hereunder shall be
deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form
of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following
addresses or to such other address as either party may designate by notice in accordance with this Section:



 


If to Maker:


Qomolangma Acquisition Corp


 


If to Payee:


Qomolangma Investments LLC


 






    2


     


    

 


Notice shall be deemed given on the earlier of
(i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a
signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.


 


		9.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 


		10.	Jurisdiction. The courts of New York have exclusive
jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual
obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of
New York.



 


		11.	Severability. Any provision contained in this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.



 


		12.	Trust Waiver. Notwithstanding anything herein to the
contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts
contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker
and the proceeds of the sale of securities in a private placement to occur prior to the effectiveness of the IPO, as described in greater
detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO,
will be placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or
any distribution therefrom for any reason whatsoever.



 


		13.	Amendment; Waiver. Any amendment hereto or waiver
of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.



 


		14.	Assignment. No assignment or transfer of this Note
or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall be void.



 


		15.	Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to
                                                                               be executed and done by any other necessary party) all such deeds, documents,acts and things as the Payee may from time to time
                                                                               require as may be necessary to givefull effect to this Promissory Note.



 






    3


     


    

 


IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed on the day and year first above written.


 


	
     
	Qomolangma Acquisition Corp
	 	 	 
	 	By:	/s/ Jonathan Myers
	 	Name:   	Jonathan Myers 
	 	Title: 	CEO 


 


 


4