QOMOLANGMA ACQUISITION CORP. WARRANT AGREEMENTWarrant Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 29, 2022, is by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
5,000,000 Units Qomolangma Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
The undersigned, Qomolangma Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you,” “Ladenburg,” or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of September, 2022, by and among Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
QOMOLANGMA ACQUISITION CORP. INDEMNITY AGREEMENTIndemnification Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 29, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-265447), the Company and Indemnitee do hereby covenant and agree as follows:
QOMOLANGMA ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of September 29, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
QOMOLANGMA ACQUISITION CORP. FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 29th day of September, 2022, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 1178 Broadway, 3rd Floor, New York, New York 10001 and Qomolangma Investments LLC, a Delaware limited liability company (the “Purchaser”).
Qomolangma Acquisition Corp. 11178 Broadway, 3rd Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. New York, NY 10172Insider's Letter Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
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 adjustme
ADMINISTRATIVE SERVICES AGREEMENT Qomolangma Acquisition Corp.Administrative Services Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
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
