Exhibit 10.3


 


Registration
Rights Agreement


 


This Registration Rights Agreement
(this “Agreement”) is made and entered into effective as of November 10, 2021, among Quantum Computing Inc.,
a Delaware corporation (the “Company”) and each of the persons who have executed omnibus signature page(s) hereto (each,
a “Subscriber” and, collectively, the “Subscribers”).


 


RECITALS:


 


WHEREAS, the Company
has offered and sold in compliance with Section 4(a)(2) and Rule 506(b) of Regulation D promulgated under the Securities Act (as defined
below) to accredited investors, and/or in compliance with Regulation S promulgated under the Securities Act to Non-U.S. Persons, in a
private placement offering (the “Offering”) of units (the “Units”),at a price of $5.50 per Unit,
each Unit consisting of (i) one share of Series A Convertible Preferred Stock, $0.0001 par value (the “Series A Shares”);
and (ii) one warrant, representing the right to purchase one share of Common Stock (as defined below) during the 2-year period following
issuance at an exercise price of $7.00 per share (the “Warrant”) pursuant to Securities Purchase Agreements entered
into by and between the Company and each of the accepted subscribers for Units in the Offering (the “Securities Purchase Agreements”);
and


 


WHEREAS, the Company
has agreed to enter into a registration rights agreement with each of the Subscribers to the Offering who purchased Units, granting such
Subscribers certain registration rights with respect to (i) the shares of Common Stock issuable to such Subscribers upon the conversion
of the Series A Shares, (ii) the Warrants issuable to such Subscribers, and (ii) the shares of Common Stock issuable to such Subscribers
upon the exercise of the Warrants.


 


Now,
Therefore, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein,
the parties mutually agree as follows:


 


1. Certain
Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Securities Purchase
Agreement. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Approved Market”
means OTC Markets Group, the OTC Bulletin Board, The Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex (in any listing
or quotation tier of any of the foregoing).


 


“Blackout Period”
means, with respect to a registration, a period during which the Company, in the good faith judgment of its board of directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company,
or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which
is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration
and distribution of the Registrable Securities to be covered by such registration statement, if any, or the filing of an amendment to
such registration statement in the circumstances described in Section 4(g), would be seriously detrimental to the Company and its stockholders,
in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above,
to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information
resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling
Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume.


 






     


     


    

 


“Business Day”
means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or authorized
to close.


 


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company and any and all shares of capital stock or other equity securities
of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend
or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of
the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other
governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company
is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation,
reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of
the total voting power of such other corporation.


 


“Effective Date”
means the date of the Initial Closing of the Offering.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Family Member”
means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust all
of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals,
trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.


 


“Holder”
means each Subscriber or any of such Subscriber’s respective successors and Permitted Assignees who acquire rights in accordance
with this Agreement with respect to any Registrable Securities directly or indirectly from a Subscriber or from any Permitted Assignee.


 






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“Majority Holders”
means, at any time, Holders of a majority of the Registrable Securities then outstanding.


 


“Permitted Assignee”
means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect
to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company,
its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party,
any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a
party to this Agreement.


 


“Piggyback Registration”
means, in any registration of Common Stock referenced in Section 3(c), the right of each Holder to include the Registrable Securities
of such Holder in such registration.


 


The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.


 


“Registrable Securities”
means (a) the Common Stock underlying the Series A Shares (b) the Common Stock issuable upon exercise of the Warrants, and (c) such other
securities of the Company as determined by the Company in its sole discretion, but excluding any otherwise Registrable Securities that
(i) have been sold or otherwise transferred other than to a Permitted Assignee, (ii) may be sold under the Securities Act without volume
limitations, or other restrictions, either pursuant to Rule 144 of the Securities Act or otherwise, or (iii) are at the time subject to
an effective registration statement under the Securities Act.


 


“Registration Filing
Date” means the date that is 180 calendar days after the final closing date of the Offering.


 


“Registration Statement”
means the registration statement that the Company is required to file pursuant to Section 3(a) of this Agreement to register the Registrable
Securities.


 


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 


“Rule 145”
means Rule 145 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 


“Rule 415”
means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 






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“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.


 


“SEC Effective Date”
means the date the Registration Statement is first declared effective by the Commission.


 


“Securities”
means (i) the shares of Common Stock underlying the Series A Shares, (ii) the shares of Common Stock issued or issuable to the Holders
upon exercise of the Warrants and any shares of Common Stock issued or issuable at any time on or after the Effective Date and prior to
the second (2nd) anniversary of the SEC Effective Date with respect to such shares of Common Stock upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the foregoing.


 


“Trading Day”
means any day on which such national securities exchange, the OTC Markets Group or such other securities market or quotation system, which
at the time constitutes the principal securities market for the Common Stock, is open for general trading of securities.


 


2. Term. This
Agreement shall terminate with respect to each Holder on the earlier of: (i) the date on which
all Registrable Securities held by such Holder are transferred (other than to a Permitted Assignee), (ii) the date on which all of
the Registrable Securities have been sold or (iii) the date otherwise terminated as provided herein.


 


3. Registration.


 


(a) Registration
on Form S-1 or S-3. The Company shall file with the Commission a Registration Statement on Form S-1 or Form S-3, or any other
form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the resale by the Holders of all of the Registrable Securities, and the Company shall (i) use its commercially reasonable
efforts to make the initial filing of the Registration Statement no later than the Registration Filing Date, (ii) use its
commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after filing
and no later than the date that is 210 calendar days after the initial closing date of the Offering, or, if subject to a full review
by the SEC, the date that is no later than 240 calendar days after the initial closing date of the Offering and (iii) use its
commercially reasonable efforts to keep such Registration Statement effective for a period of two (2 ) years commencing on the SEC
Effective Date or for such shorter period ending on the earlier to occur of (i) the date on which all Registrable Securities have
been transferred other than to a Permitted Assignee or (ii) the date as of which all of the Holders may sell all of the Registrable
Securities without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for
current public information required by Rule 144(c)(1) or Rule 144(i)(2), if applicable (the “Effectiveness
Period”); provided, however, that the Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder, in any
particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in
securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such
registration, qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing, in the
event that the staff of the Commission (the “Staff”) should limit the number of Registrable Securities that may
be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable
Securities as specified by the Staff on behalf of all of the holders of Registrable Securities on a pro rata basis among the holders
thereof. In such event, the Company shall give all such holders prompt notice of the number of Registrable Securities excluded
therefrom. No shares of Common Stock or other securities other than the Registrable Securities will be included in the Registration
Statement.


 


(b)
Reserved


 


(c)
Piggyback Registration. If, after the SEC Effective Date, the Company shall determine to register for sale for cash any
of its Series A Shares, Warrants or Common Stock, for its own account or for the account of others (other than the Holders), other than
(i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent
the securities owned or to be owned by such consultants could be registered on Form S-8 (or its then equivalent form) or any of their
Family Members (including a registration on Form S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities
Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition, divestiture,
reorganization or similar event, (iii) a registration relating to a primary offering on Form S-3 (or its then equivalent form), or (iv)
a transaction relating solely to the sale of debt or convertible debt instruments, then the Company shall promptly give to each Holder
written notice thereof (the “Registration Rights Notice”) (and in no event shall such notice be given less than twenty
(20) calendar days prior to the filing of such registration statement), and shall, subject to Section 3(d), include as a Piggyback Registration
all of the Registrable Securities (including any Registrable Securities that are removed from the Registration Statement as a result of
a comment by the Staff) specified in a written request delivered by the Holder thereof within ten (10) calendar days after delivery to
the Holder of such written notice from the Company. However, the Company may, without the consent of such Holders, withdraw such registration
statement prior to its becoming effective if the Company or such other selling stockholders have elected to abandon the proposal to register
the securities proposed to be registered thereby. The right contained in this paragraph may be exercised by each Holder only with respect
to two (2) qualifying registrations.


 






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(d)
Underwriting. If a Piggyback Registration is for a registered public offering that is to be made by an underwriting, the
Company shall so advise the Holders as part of the Registration Rights Notice. In that event, the right of any Holder to Piggyback Registration
shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable
Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through
such underwriting shall (together with the Company and any other stockholders of the Company selling their securities through such underwriting)
enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company or such other
selling stockholders, as applicable. Notwithstanding any other provision of this Section 3(d), if the underwriter or the Company determines
that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten,
the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all
Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated
to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may
be included in the registration and underwriting, if any. The number of shares of Registrable Securities to be included in such registration
and underwriting shall be allocated among such Holders as follows:


 


(i)
If the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration and underwriting
shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all persons
exercising piggyback registration rights (including the Holders) who have requested to sell in the registration on a pro rata basis according
to the number of shares requested to be included therein; and


 


(ii)
If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of the
Company, then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling
stockholders who exercised such demand to the extent of their demand registration rights, and then, subject to obligations and commitments
existing as of the date hereof, to the Company and then, subject to obligations and commitments existing as of the date hereof, to all
persons exercising piggyback registration rights (including the Holders) who have requested to sell in the registration on a pro rata
basis according to the number of shares requested to be included therein.


 


No Registrable Securities excluded
from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom
by delivering a written notice to the Company and the underwriter. The Registrable Securities so withdrawn from such underwriting shall
also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities,
a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation
imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration
the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used
above in determining the underwriter limitation.


 






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4. Registration
Procedures. The Company will keep each Holder reasonably advised as to the filing and effectiveness of the Registration
Statement. At its expense with respect to the Registration Statement, the Company will:


 


(a)
prepare and file with the Commission with respect to the Registrable Securities, a Registration Statement in accordance with Section
3(a) hereof, and use its commercially reasonable efforts to cause such Registration Statement to become effective and to remain effective
for the Effectiveness Period;


 


(b)
not name any Holder in the Registration Statement as an underwriter without that Holder’s prior written consent (unless the
Staff requires such Holder to be so named in order to include the Holder in the Registration Statement);


 


(c)
if the Registration Statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution
of any comments to the satisfaction of the Commission;


 


(d) prepare and file with
the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration
Statement effective during the Effectiveness Period;


 


(e) furnish, without
charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies of such
Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement
thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement
(including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders may
reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may
reasonably require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the
Effectiveness Period; provided that the Company shall have no obligation to furnish any document pursuant to this clause that is
available on the Commission’s EDGAR system;


 


(f) use its commercially
reasonable efforts to register or qualify such registration under such other applicable securities laws of such jurisdictions within
the United States as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and as may be
necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable Registration
Statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such Holder to
consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided, that the
Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction;


 






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(g)
as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities, the disposition of
which requires delivery of a prospectus relating thereto under the Securities Act, of the happening of any event, which comes to the Company’s
attention, that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended or
supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company
shall promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate
reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall
not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading, unless suspension of the use of
such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be
furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period; provided that any and all information
provided to the Holder pursuant to such notification shall remain confidential to each Holder until such information otherwise becomes
public, unless disclosure by a Holder is required by law;


 


(h)
comply, and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange
Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such
Registration Statement;


 


(i) as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold
pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the
Registration Statement;


 


(j) use its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted
on the NASDAQ Stock Market or such other principal securities market or quotation system on which securities of the same class or series
issued by the Company are then listed or traded or quoted;


 


(k)
provide a transfer agent, warrant agent and registrar, which may be a single entity, for the Series A Shares, Warrants and shares
of Common Stock at all times;


 


(l) cooperate with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver,
or cause its transfer agent to issue and deliver, certificates representing Registrable Securities to be offered pursuant to the Registration
Statement within a reasonable time after the delivery of certificates representing the Registrable Securities to the transfer agent or
the Company, as applicable, and enable such certificates to be in such denominations or amounts as the Holders may reasonably request
and registered in such names as the Holders may request;


 






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(m) during
the Effectiveness Period, refrain from bidding for or purchasing any Series A Shares, Warrants, Common Stock or any right to
purchase Series A Shares, Warrants or Common Stock or attempting to induce any person to purchase any such security or right if such
bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations
set forth in Regulation M of the Exchange Act; and


 


(n)
take all other commercially reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable
Securities pursuant to the Registration Statement during the term of this Agreement; provided, however, the Company is not
obligated under this clause (n) to expend any of the Company’s funds, other than the costs and expenses specifically required under Section
6 of this Agreement.


 


5. Obligations of the
Holders.


 


(a)
Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
4(g) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included
in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by
Section 4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the
Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies,
then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such
notice.


 


(b)
The Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the
managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(c) of this
Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including
a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”)
or any update thereto not later than three (3) Business Days following a request therefor from the Company.


 


(c)
Each Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company
in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 






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6. Registration
Expenses. The Company shall pay all expenses in connection with any registration obligation provided herein, including, without
limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable
securities laws, and the fees and disbursements of counsel for the Company (but not for the Holders)and of the Company’s
independent accountants; provided, that the Company shall have no obligation to pay any underwriting discounts, selling
commissions or transfer taxes attributable to the Registrable Securities being sold by the Holders thereof, which underwriting
discounts, selling commissions and transfer taxes shall be borne by such Holders. Additionally, in an underwritten offering, all
selling stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of
shares each is selling in such offering. Except as provided in this Section 6 and Section 8 of this Agreement, the Company shall not
be responsible for the expenses of any attorney or other advisor employed by a Holder.


 


7. Assignment of
Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company; provided, however,
that any Holder may assign its rights under this Agreement without such consent to a Permitted Assignee as long as (a) such transfer
or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become
bound by and subject to the terms of this Agreement; and (c) such Holder notifies the Company in writing of such transfer or
assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to
which such rights are being transferred or assigned. The Company may assign this Agreement or any rights or obligations hereunder
without the prior written consent of any other party hereto.


 


8. Indemnification.


 


(a)
In the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify
and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, and each other person, if any,
who controls or is under common control with such Holder within the meaning of Section 15 of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or controlling person
may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement of any material
fact contained in any registration statement prepared and filed by the Company under which Registrable Securities were registered under
the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement
thereto, or any omission to state therein a material fact required to be stated or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading, and the Company shall reimburse the Holder, and each such director, officer,
partner and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending
or settling any such loss, claim, damage, liability, action or proceeding; provided, however, that the indemnity obligation
of the Company under this Section 8(a) to any Holder shall in no event exceed the net proceeds from the Offering received by the Company
from such Holder (or Holder’s predecessor-in-interest); and provided further, that the Company shall not be liable in any such
case (i) to the extent that any such loss, claim, damage, or liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon (x) an untrue statement in or omission from such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished by a Holder
or its representative to the Company for use in the preparation thereof or (y) the failure of a Holder to comply with the covenants and
agreements contained in Section 5 hereof respecting the sale of Registrable Securities; or (ii) if the person asserting any such loss,
claim, damage or liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject
thereof did not receive a copy of an amended preliminary or final prospectus or the final prospectus (or the final prospectus as amended
or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure
of such Holder to so provide such amended preliminary or final prospectus and the untrue statement or omission of a material fact made
in such preliminary or final prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended
or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders,
or any such director, officer, partner or controlling person and shall survive the transfer of such shares by the Holder.


 






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(b)
As a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder
agrees to be bound by the terms of this Section 8 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company,
each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, and each other person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint
or several, to which the Company or any such director or officer or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement of a material fact or any omission of a material fact required to be stated
in any registration statement, any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto or necessary
to make the statements therein, in light of the circumstances in which they were made, not misleading, to the extent that such untrue
statement or omission is included or omitted in reliance upon and in conformity with written information furnished by the Holder or its
representative to the Company for use in the preparation thereof, and such Holder shall reimburse the Company, and such Holders, directors,
officers, partners, legal counsel and accountants, persons, underwriters, or control persons, each such director, officer, and controlling
person for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling any such loss,
claim, damage, liability, action, or proceeding; provided, however, that the indemnity obligation of a Holder under this
Section 8(b) shall in no event exceed the amount of the net proceeds received by such Holder as a result of the sale of such Holder’s
Registrable Securities pursuant to such registration statement, except in the case of fraud or willful misconduct. Such indemnity shall
remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or
controlling person and shall survive the transfer by any Holder of such shares.


 


(c)
Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred
to in this Section 8 (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided, that the failure
of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section,
except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest between such
indemnified and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party in respect
of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the
indemnifying party fails to defend such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified
nor an indemnifying party shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights
set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.
Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably
request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.


 






    10


     


    

 


(d)
If an indemnifying party does not or is not permitted to assume the defense of an action pursuant to Section 8(c) or in the case
of the expense reimbursement obligation set forth in Sections 8(a) and 8(b), the indemnification required by Sections 8(a) and 8(b) shall
be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or
expenses, losses, damages, or liabilities are incurred.


 


(e)
If the indemnification provided for in Section 8(a) or 8(b) is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of
such loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the proportionate relative fault of
the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the
indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a
lesser sum to the indemnified party than the amount herein provided, then in such proportion as is appropriate to reflect not only the
proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any indemnifying party who was not guilty of such fraudulent misrepresentation.


 


(f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with an underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting agreement shall control.


 


(g)
Other Indemnification. Indemnification similar to that specified in this Section (with appropriate modifications) shall
be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of
securities under any federal or state law or regulation or governmental authority other than the Securities Act.


 


9. Rule
144.  Until the date on which all Subscribers shall have sold all of their Warrants Shares and Conversion Shares, the
Company shall file in a timely manner (or, with respect to Form 8-K reports, shall use its commercially reasonable efforts to file
in a timely manner) all reports required to be filed with the SEC pursuant to the Exchange Act, and the regulations of the SEC
thereunder, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the
Exchange Act or the rules and regulations thereunder would otherwise permit such termination.


 


10. Independent
Nature of Each Holder’s Obligations and Rights. The obligations of each Holder under this Agreement are several and not
joint with the obligations of any other Holder, and each Holder shall not be responsible in any way for the performance of the
obligations of any other Holder under this Agreement. Nothing contained herein and no action taken by any Holder pursuant hereto,
shall be deemed to constitute such Holders as a partnership, an association, a joint venture, or any other kind of entity, or create
a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose.


 






    11


     


    

 


11. Miscellaneous.


 


(a) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of
Delaware, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding brought
against any of the parties to this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be
brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern District of
New York and, by its execution and delivery of this Agreement, each party to this Agreement accepts the jurisdiction of such courts.
The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties to this
Agreement.


 


(b) Remedies. In
the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including
recovery of damages, shall be entitled to specific performance of its rights under this Agreement.


 


(c) Successors and
Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, Permitted Assignees, executors and administrators of the parties hereto.


 


(d) No Inconsistent
Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this Agreement,
into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. Notwithstanding anything to the contrary contained herewith, except as
specifically provided in this Agreement, any action by the Company which could have the effect of diminishing the value of any
Registrable Securities, including, without limitation, the issuance of additional stock or other securities, the granting of
registration rights to others, and actions in connection with the operation of the business of the Company, shall not by itself,
absent bad faith, be deemed an impairment of the rights granted to the Holders in this Agreement.


 


(e) Entire
Agreement. This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered
pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects
hereof.


 






    12


     


    

 


(f) Notices, etc.
All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be in writing
will be deemed given to a party (a) on the date of delivery, if delivered to the appropriate address by hand or by nationally
recognized overnight courier service (costs prepaid); (b) the date of transmission if sent by facsimile or e-mail with confirmation
of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., New York City time,
on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that
is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day; (c) the date received or rejected by the
addressee, if sent by certified mail, return receipt requested; or (d) seven days after the placement of the notice into the mails
(first class postage prepaid), to the party at the address, facsimile number, or e-mail address furnished by the such party,


 


if to the Company, to:


 


Quantum Computing Inc.


215 Depot Court SE, Suite 215


Leesburg, VA 20175


Attention:  Christopher Roberts


Email: croberts@quantumcomputinginc.com


 


with copy to:


 


Lucosky Brookman LLP


101 Wood Avenue South


Woodbridge, NJ 08830


Attention:  Lawrence Metelitsa


Email: lmetelitsa@lucbro.com


Facsimile:  732-395-4401


 


if to a Subscriber, to:


 


FabianVanCott

215 South State Street Suite 1200

Salt Lake City, Utah 84111

Attention: Anthony Michael Panek

Email: apanek@fabianvancott.com

Phone: 801.323.2214; or


 


if to a Broker, to:


 


such Broker at the address set forth
on the Broker’s signature page hereto;


 


or at such other address as any party shall have furnished to the other
parties in writing in accordance with this Section 11(f).


 






    13


     


    

 


(g) Delays or
Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the
Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this
Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or
otherwise afforded to any holder, shall be cumulative and not alternative.


 


(h) Counterparts.
This Agreement may be executed in any number of counterparts, and with respect to any Subscriber, by execution of an Omnibus
Signature Page to this Agreement and the Securities Purchase Agreement, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is
delivered by facsimile transmission or by an e-mail, which contains a portable document format (.pdf) file of an executed signature
page, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or e-mail of a .pdf signature page were an original thereof.


 


(i) Severability.
In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


(j) Amendments.
Except as otherwise provided herein, the provisions of this Agreement may be amended at any time and from time to time, and
particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company
and the Majority Holders. The Holders acknowledge that by the operation of this Section, the Majority Holders may have the right and
power to diminish or eliminate all rights of the other Holders under this Agreement.


 


[Company Signature Page
Follows]


 




    14


     


    

 


This Registration Rights Agreement
is hereby executed as of the date first above written.


 


	 	The Company:
	 	 
	 	QUANTUM COMPUTING INC.
	 	 
	 	By:	 
	 	Name:  	Christopher Roberts
	 	Title:	Chief Financial Officer



 


Subscribers


 


See Omnibus Signature Pages to the Securities Purchase Agreement


 




    15


     


    




Annex
A


 


Quantum Computing Inc.


 


Selling Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of Registrable Securities of Quantum Computing Inc., a Delaware
corporation (the “Company”), understands that the Company has filed or intends to file with the U.S. Securities and
Exchange Commission a registration statement (the “Registration Statement”) for the registration and resale under Rule
415 of the Securities Act of 1933, as amended, of the Registrable Securities, in accordance with the terms of the Registration Rights
Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights
Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling security holder in the Registration Statement and the related prospectus. Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling security holder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 


The undersigned hereby provides
the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1. Name:


 


		(a)	Full Legal Name of Selling Securityholder



 


	 	 
	 	 



 

		(b)	Full Legal Name of Registered Holder (holder of record) (if not the same as (a) above) through which Registrable
Securities are held:



 


	 	 
	 	 



 






     


     


    

 

		(c)	If you are not a natural person, full Legal Name of Natural Control Person (which means a natural person
who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):



 


	 	 
	 	 



 

2. Address for Notices to Selling Securityholder:


 


	 
	 
	 
	Telephone:	 	Fax:	 
	 	 
	Email:

                                                                                

	 
	Contact Person:
	 


 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


Yes ☐          No ☐


 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities
as compensation for investment banking services to the Company?



 


Yes ☐          No ☐


 


		Note:	If “no” to Section
3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes ☐          No ☐


 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased
the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold,
you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes ☐          No ☐


 


		Note:	If “no” to Section
3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.



 






    2


     


    

 


4. Beneficial Ownership of Securities of the Company
Owned by the Selling Securityholder:


 


Except as set forth below in this
Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company.


 


(a) Please
list the type (common stock, warrants, etc.) and amount of all securities of the Company (including any Registrable Securities)
beneficially owned1 by the Selling Securityholder:


 


	 	 
	 	 


 


5. Relationships with the Company:


 


Except as set forth below, neither
you nor (if you are a natural person) any member of your immediate family, nor (if you are not a natural person) any of your affiliates2,
officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position
or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


	 	 
	 	 


 


 






		1	Beneficially Owned:  A “beneficial
owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise has or shares (i) voting power, including the power to direct the voting of such security, or
(ii) investment power, including the power to dispose of, or direct the disposition of, such security.  In addition,
a person is deemed to have “beneficial ownership” of a security of which such person has the right to acquire beneficial
ownership at any time within 60 days, including, but not limited to, any right to acquire such security: (i) through the exercise
of any option, warrant or right, (ii) through the conversion of any security or (iii) pursuant to the power to revoke, or the
automatic termination of, a trust, discretionary account or similar arrangement.



 


			It is possible that a security may have more than one “beneficial owner,” such as a
                                                                             trust, with two co-trustees sharing voting power, and the settlor or another third party having investment power, in which case each
                                                                             of the three would be the “beneficial owner” of the securities in the trust.  The power to vote or direct the
                                                                             voting, or to invest or dispose of, or direct the investment or disposition of, a security may be indirect and arise from legal,
                                                                             economic, contractual or other rights, and the determination of beneficial ownership depends upon who ultimately possesses or shares
                                                                             the power to direct the voting or the disposition of the security.



 


The final determination of the existence
of beneficial ownership depends upon the facts of each case.  You may, if you believe the facts warrant it, disclaim beneficial ownership
of securities that might otherwise be considered “beneficially owned” by you.


 


		2	Affiliate:  An “affiliate” is a company or person that directly, or indirectly
through one or more intermediaries, controls you, or is controlled by you, or is under common control with you.



 







    3


     


    

 


6. Method of Distribution:


 


Describe below Holder’s intended
method of distribution.



 


	 	
	 	 
	 	 


 


The undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related
prospectus and any amendments or supplements thereto.


 




    4


     


    

 


IN WITNESS WHEREOF the undersigned,
by authority duly given, has caused this Selling Securityholder Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


	BENEFICIAL OWNER (individual)	 	BENEFICIAL OWNER (entity)
	 	 	 
	Signature	 	Name of Entity
	 	 	 
	Print Name	 	Signature
	 	 	 
	 	 	Print Name:	 
	Signature (if Joint Tenants or Tenants in Common)	 	 
	 	 	Title:	 



 


PLEASE MAIL, E-MAIL OR FAX A COPY OF THE COMPLETED
AND EXECUTED SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE TO:


 


Lucosky Brookman LLP


101 Wood Avenue South


Woodbridge, NJ 08830


Attention: Lawrence Metelitsa


Facsimile:  732-395-4401


E-mail: lmetelitsa@lucbro.com


 


With a copy to:


 


 


5