Exhibit
10.1


 


RECIPIENT:
____________________________


 


SUBSCRIPTION
INSTRUCTIONS


 


By
accepting delivery of this Subscription Agreement, you agree to return it and all related documents you receive to Quantum Computing
Inc. if you decide not to subscribe to purchase the securities offered. Distribution of the subscription materials to any person
other than the person named above (or to individuals retained to advise him, her or it with respect thereto) is unauthorized,
and any reproduction thereof or the divulgence of any of their contents without the prior written consent of Quantum Computing
Inc. is prohibited.


 


Investors
interested in making an investment in Quantum Computing Inc. should:


 


		(1)	date,
                                         sign and complete the information requested on the signature page to the attached Subscription
                                         Agreement,



 


		(2)	complete
and sign the accompanying Certificate of Accredited Investor Status,



 


		(3)	submit
                                         a check for the Subscription Amount made payable to Quantum Computing Inc. to the address
                                         indicated in (4) below or transmit funds via wire to the following account:



 


Quantum
Computing Inc. Wiring Instructions


 


Bank:


Routing:


Account:


 


Beneficiary:
Quantum Computing Inc.


 


		(4)	Quantum
Computing Inc.



215
Depot Court SE, Suite 215


Leesburg,
VA 20175


  


ATTENTION
SUBSCRIBERS: NO SUBSCRIPTION WILL BE ACCEPTED UNLESS ALL DOCUMENTATION PRESCRIBED HEREIN IS FULLY COMPLETED AND EXECUTED.
ANY MATERIALS RECEIVED THAT ARE INCOMPLETE IN ANY RESPECT WILL BE RETURNED BY THE SELLER.


 



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SUBSCRIPTION
AGREEMENT


  


THIS
SUBCRIPTION AGREEMENT (the “Agreement”) dated as of the date set forth on the signature page to this Agreement
by and between Quantum Computing Inc., a Delaware corporation (the “Company” or the "Seller"), and the subscriber
identified on the signature page hereto (the “Subscriber”), sets forth certain representations, covenants and agreements
between Seller and Subscriber.


 


WHEREAS,
the Company and Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(a)(2), Regulation D (“Regulation D”) and/or Regulation S (“Regulation
S”) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “Securities Act”); and


 


WHEREAS,
the parties hereto desire that, upon the terms and subject to the conditions contained herein, the Seller shall issue and sell
to Subscriber, and Subscriber shall purchase, in the aggregate, the number of Units (as defined in Section 1) as is set forth
on the signature page hereto. The Company is offering (the “Offering”) up to 1,000,000 shares of the Seller’s
common stock, par value $.0001 per share (the “Shares”), and warrants to purchase up to 500,000 shares of Stock (the
“Warrants”). The Warrants are paired with the Stock on the basis of one Warrant for every two shares of common stock
purchased. The Warrants are exercisable at any time prior to the fifth anniversary of their issuance at an exercise price equal
to $2.00 per share and are otherwise subject to the terms and conditions set forth in the form of Warrant attached hereto as Exhibit
B.


 


NOW,
THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Seller and Subscriber
hereby agree as follows:


 


1. Subscription.
Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from Seller the
number of shares of Stock and Warrants (collectively, the “Units”) set forth under its name on the signature page
hereto at a purchase price of $1.00 per Unit (the “Offering Price”). In reliance upon the representations and warranties
of Subscriber contained herein, Seller agrees to sell such Units to Subscriber at the Offering Price upon the acceptance of the
subscription as evidenced by the execution of this Agreement by an officer of Seller. This Agreement may not be terminated before
the acceptance or rejection hereof by Seller in accordance with this Agreement, unless otherwise required by applicable state
law. As a condition precedent to the obligations of the parties contained herein, (1) the Subscriber shall execute and deliver
to the Seller the purchaser questionnaire and certificate of accredited investor status, in the form of Exhibit A attached
hereto, and (2) the parties shall each deliver any and all evidence of corporate authorization or other appropriate documentation
as may be requested by the other party in its reasonable discretion.


 






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2. Delivery
of Subscription Amount; Acceptance of Subscription; Delivery of Units. Subscriber understands
and agrees that this subscription is made subject to the following terms and conditions:


 


		(a)	Subscriber
                                         understands that separate subscription agreements will be executed with other Subscribers
                                         for up to 1,000,000 Units to be sold in the Offering; 



 


		(b)	The
                                         subscription for Units shall be deemed to be accepted only when this Agreement has been
                                         signed by an authorized officer of Seller; the deposit of the Subscription Amount (as
                                         defined in Section 3) for clearance will not be deemed an acceptance of this Agreement;



 


		(c)	Seller
                                         shall have the right to allocate Units among subscribers in any manner it may desire,
                                         or to increase the maximum amount of Units in the Offering, in the event of an oversubscription;



 


		(d)	The
                                         payment of the Subscription Amount will be returned promptly, without interest, if Subscriber’s
                                         subscription is rejected in whole or in part or if the Offering is withdrawn or canceled,
                                         which Seller may determine to do in its sole discretion; 



 


		(e)	Seller
                                         may accept any subscriptions then in its receipt (each a “Closing”) until
                                         all 1,000,000 Units offered hereby are sold;



 


		(f)	Certificates
                                         representing the Shares and the Warrants purchased will be issued in the name of each
                                         Subscriber within fourteen (14) days of each Closing; 



 


		(g)	The
                                         representations and warranties of Seller and Subscriber set forth herein shall be true
                                         and correct as of the date that Seller accepts this subscription, and Subscriber agrees
                                         to furnish Seller such other information as Seller may reasonably request in order to
                                         verify the accuracy of the information contained herein and to notify Seller immediately
                                         of any material change in the information provided herein that occurs prior to Seller’s
                                         acceptance of this Agreement; and



 


		(h)	Contemporaneously
                                         with the execution and delivery of this Agreement, Subscriber shall execute and deliver
                                         the Certificate of Accredited Investor Status, and shall submit payment in the form of
                                         a check made payable to Quantum Computing Inc. or wire to Seller, to hold in a non-interest
                                         bearing account, immediately available funds in the amount equal to the Offering Price
                                         multiplied by the number of Units for which Subscriber has subscribed (the “Subscription
                                         Amount”) in accordance with the Subscription Instructions attached to this Agreement.



 


3. Terms
of Subscription. Except as required by law, Subscriber is not entitled to cancel, terminate
or revoke this Agreement or any related agreements of Subscriber hereunder. This Agreement and such other agreements shall survive
the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations
of Subscriber hereunder shall be joint and several, and the agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such person. If Subscriber is not a United States citizen, Subscriber
hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction
for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale or transfer of the Units.


 






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4. Representations
and Warranties of Subscriber. Each Subscriber, for itself and for no other Subscriber, hereby
acknowledges, represents and warrants as follows (with the understanding that the Seller will rely on such representations and
warranties in determining, among other matters, the suitability of this investment for the Subscriber in order to comply with
federal and state securities laws):


 


		(a)	Subscriber
                                         is acquiring the Units for its own account, for investment and not with a view to, or
                                         for resale in connection with, any distribution or public offering thereof within the
                                         meaning of the Securities Act and applicable state securities laws;



 


		(b)	Standing
                                         of Subscriber. If Subscriber is an entity, such Subscriber is duly organized, validly
                                         existing and in good standing under the laws of the jurisdiction of its formation. If
                                         Subscriber is a natural person, such Subscriber is not a minor and has the legal capacity
                                         to enter into this Agreement;



 


		(c)	Authorization
                                         and Power. Subscriber has the requisite power and authority to enter into and perform
                                         this Agreement and to purchase the Stock and accept the Warrants. The execution, delivery
                                         and performance of this Agreement by Subscriber and, if Subscriber is an entity, the
                                         consummation by Subscriber of the transactions contemplated hereby have been duly authorized
                                         by all necessary company action, and no further consent or authorization of Subscriber,
                                         its board of directors or similar governing body, or stockholders is required, as applicable.
                                         This Agreement has been duly authorized, executed and delivered by Subscriber and constitutes,
                                         or shall constitute when executed and delivered, a valid and binding obligation of Subscriber,
                                         enforceable against Purchaser in accordance with the terms thereof;



 


		(d)	No
                                         Conflicts. If Subscriber is an entity, the execution, delivery and performance of this
                                         Agreement and the consummation by Purchaser of the transactions contemplated hereby do
                                         not and will not result in a violation of Subscriber’s charter documents, bylaws
                                         or other organizational documents, as applicable;



 


		(e)	Subscriber
                                         understands that (i) the Units (A) have not been registered under the Securities Act
                                         or any state securities laws, (B) will be issued in reliance upon an exemption from the
                                         registration and prospectus delivery requirements of the Securities Act pursuant to Section
                                         4(a)(2) and/or Regulation D thereof, and (C) will be issued in reliance upon exemptions
                                         from the registration and prospectus delivery requirements of state securities laws which
                                         relate to private offerings, and (ii) Subscriber must therefore bear the economic risk
                                         of such investment indefinitely unless a subsequent disposition thereof is registered
                                         under the Securities Act and applicable state securities laws or is exempt therefrom
                                         under Rule 144 of the Securities Act. Subscriber further understands that such exemptions
                                         depend upon, among other things, the bona fide nature of the investment intent of Subscriber
                                         expressed herein. 



 






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		(f)	Such
                                         Subscriber acknowledges that it has had the opportunity to review this Agreement, all
                                         exhibits and schedules thereto and hereto and any other documents or agreements executed
                                         in connection with the transactions contemplated hereunder as well as the SEC Reports
                                         (as defined herein) and has been afforded, (i) the opportunity to ask such questions
                                         as it has deemed necessary of, and to receive answers from, representatives of the Company
                                         concerning the terms and conditions of the offering of the Units and the merits and risks
                                         of investing in the Units; (ii) access to information about the Company and its financial
                                         condition, results of operations, business, properties, management and prospects sufficient
                                         to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
                                         information that the Company possesses or can acquire without unreasonable effort or
                                         expense that is necessary to make an informed investment decision with respect to the
                                         investment.



 


		(g)	Subscriber
                                         has knowledge, skill and experience in financial, business and investment matters relating
                                         to an investment of this type and is capable of evaluating the merits and risks of such
                                         investment and protecting its interest in connection with the acquisition of the Units.
                                         To the extent deemed necessary by Subscriber, Subscriber has retained, at its own expense,
                                         and relied upon, appropriate professional advice regarding the investment, tax and legal
                                         merits and consequences of purchasing and owning the Units and their suitability for
                                         Subscriber. Subscriber has the ability to bear the economic risks of its investment in
                                         Seller, including a complete loss of the investment, and has no need for liquidity in
                                         such investment. Subscriber understands that the acquisition of the Units is a speculative
                                         investment that involves substantial risks and that Subscriber could lose its entire
                                         investment in the Units. 



 


		(h)	In
                                         making this investment decision, Subscriber is relying solely on the Transaction Documents
                                         and SEC Reports and investigations made by it and its representatives. The offer to purchase
                                         the Units was communicated to Subscriber in such a manner that it was able to ask questions
                                         of and receive answers from the management of Seller concerning the terms and conditions
                                         of the proposed transaction, and at no time was Subscriber presented with or solicited
                                         by or through any advertisement, article, leaflet, public promotional meeting, notice
                                         or other communication published in any newspaper, magazine or similar media or broadcast
                                         over television or radio or presented at any seminar or meeting or any other form of
                                         general or public advertising or solicitation.



 






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		(i)	Subscriber
                                         acknowledges that it has been advised that the Units offered hereby have not been approved
                                         or disapproved by the SEC or any federal or state agency or any other governmental or
                                         state agency, nor has the SEC or any state securities commission passed upon the accuracy
                                         or adequacy of any representations by Seller. The Units have not been recommended or
                                         endorsed by any federal or state securities commission or regulatory authority, nor have
                                         such authorities confirmed the accuracy or determined the adequacy of any representation.



 


		(j)	Subscriber
                                         acknowledges and is aware that there has never been any representation, guarantee or
                                         warranty made by Seller or any officer, director, employee, agent or representative of
                                         Seller, expressly or by implication, as to (i) the approximate or exact length of time
                                         that Subscriber will be required to remain a shareholder of Seller; (ii) the percentage
                                         of gain or loss to be realized, if any, as a result of this investment; (iii) when or
                                         if the price per share of common stock will make conversion of the Warrants economically
                                         feasible; or (iv) that the past performance or experience on the part of Seller, or any
                                         future expectations, will in any way indicate the predictable results of the ownership
                                         of Units or of the overall financial performance of Seller;



 


		(k)	Such
                                         Subscriber is an “accredited investor,” as such term is defined in Rule 501(a)
                                         of Regulation D promulgated by the SEC under the Securities Act and affirmed by Subscribers
                                         in the completed Purchaser Questionnaire and the executed Certificate of Accredited Investor
                                         Status attached hereto as Exhibit A, is experienced in investments and business
                                         matters, has made investments of a speculative nature and has purchased securities of
                                         United States publicly-owned companies in private placements in the past and, with its
                                         representatives, has such knowledge and experience in financial, tax and other business
                                         matters as to enable Subscriber to utilize the information made available by the Company
                                         to evaluate the merits and risks of and to make an informed investment decision with
                                         respect to the proposed purchase, which represents a speculative investment. Subscriber
                                         is able to bear the risk of such investment for an indefinite period and to afford a
                                         complete loss thereof. The information in any documents delivered by the Subscriber in
                                         connection with this Agreement, including, but not limited to the Purchaser Questionnaire,
                                         is true, correct and complete in all respects as of the date hereof. The Subscriber agrees
                                         promptly to notify the Company in writing of any change in such information after the
                                         date hereof. 



 


		(l)	Transfer
                                         or Resale. Such Subscriber understands that: (i) the Units have not been and are not
                                         being registered under the Securities Act or any state securities laws, and may not be
                                         offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
                                         (B) such Subscriber shall have delivered to the Seller (if requested by the Seller) an
                                         opinion of counsel to such Subscriber, in a form reasonably acceptable to the Seller,
                                         to the effect that such Units to be sold, assigned or transferred may be sold, assigned
                                         or transferred pursuant to an exemption from such registration, or (C) such Subscriber
                                         provides the Seller with reasonable assurance that such Units can be sold, assigned or
                                         transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor
                                         rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities
                                         made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144,
                                         and further, if Rule 144 is not applicable, any resale of the Units under circumstances
                                         in which the seller (or the person through whom the sale is made) may be deemed to be
                                         an underwriter (as that term is defined in the Securities Act) may require compliance
                                         with some other exemption under the Securities Act or the rules and regulations of the
                                         SEC promulgated thereunder; and (iii) neither the Seller nor any other person is under
                                         any obligation to register the Units under the Securities Act or any state securities
                                         laws or to comply with the terms and conditions of any exemption thereunder.



 






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		(m)	Legends.
                                         The Subscriber understands and agrees that the Seller will cause any necessary legends
                                         in addition to representations to be placed upon any instruments(s) evidencing ownership
                                         of the Units, together with any other legend that may be required by federal or state
                                         securities laws or deemed necessary or desirable by the Seller.



 


		(n)	No
                                         Market Manipulation. Subscriber and Subscriber’s affiliates have not taken, and
                                         will not take, directly or indirectly, any action designed to, or that might reasonably
                                         be expected to, cause or result in stabilization or manipulation of the price of the
                                         Shares, to facilitate the sale or resale of the Units or affect the price at which the
                                         Shares or shares of Common Stock underlying the Warrants may be issued or resold.



 


		(o)	Subscriber’s
                                         subscription and payment for, and its continued beneficial ownership of the Units, will
                                         not violate any applicable securities or other law, nor result in the breach of or constitute
                                         a default under any agreement, instrument, law or court decree to which Subscriber is
                                         a party or by which it is bound. 



 


		(p)	If
                                         Subscriber is a natural person, Subscriber has reached the age of majority in the state
                                         in which Subscriber resides, maintains his or her domicile at the address shown on the
                                         signature page hereof, and the funds provided for acquiring the Units are either separate
                                         property or community property over which Subscriber has the right of control or are
                                         otherwise funds as to which it has the sole right of management.



 


		(q)	If
                                         this Agreement is executed and delivered on behalf of a partnership, corporation, trust,
                                         estate or other entity (an “Entity”): (i) such Entity has the full legal
                                         right and power and all authority and approval required to execute and deliver, or authorize
                                         execution and delivery of, this Agreement and all other instruments executed and delivered
                                         by or on behalf of such Entity in connection with the purchase of the Units and to purchase
                                         and hold such Units, (ii) the signature of the party signing on behalf of such Entity
                                         is binding upon such Entity; and (iii) such Entity has not been formed for the specific
                                         purpose of acquiring such Units, unless each beneficial owner of such entity is qualified
                                         as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated
                                         under the Securities Act and has submitted information substantiating such individual
                                         qualification.



 


		(r)	If
                                         Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber
                                         acknowledges that investment in the Units poses additional risks including the inability
                                         to use losses generated by an investment in the Units to offset taxable income.



 






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5. Representations
and Warranties of Seller. Seller hereby represents and warrants to Subscriber as follows:


 


		(a)	Seller
                                         is duly incorporated, validly existing and in good standing under the laws of Delaware,
                                         and is duly qualified to do business as a foreign corporation in all jurisdictions in
                                         which the failure to be so qualified would materially and adversely affect the business
                                         or financial condition, properties or operations of Seller.



 


		(b)	Seller
                                         has duly authorized the issuance and sale of the Units, and when issued and paid for
                                         in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable,
                                         free and clear of all liens imposed by the Seller other than restrictions on transfer
                                         provided for in this Agreement, and in accordance with the terms of this Agreement by
                                         all requisite corporate action, and the execution, delivery and performance of any other
                                         agreements and instruments executed in connection herewith. This Agreement constitutes
                                         a valid and legally binding obligation of Seller, enforceable in accordance with its
                                         terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
                                         moratorium, and other laws of general application affecting enforcement of creditors’
                                         rights generally, (ii) as limited by laws relating to the availability of specific
                                         performance, injunctive relief, or other equitable remedies, and (iii) to the extent
                                         the indemnification provisions contained herein may be limited by applicable federal
                                         or state securities laws.



 


		(c)	The
                                         Seller is not required to obtain any consent, waiver, authorization or order of, give
                                         any notice to, or make any filing or registration with, any court or other federal, state,
                                         local or other governmental authority or other Person in connection with the execution,
                                         delivery and performance by the Seller of this Agreement, other than: (i) the filings
                                         required pursuant to this Agreement and (ii) the filing of Form D with the SEC and such
                                         filings as are required to be made under applicable state securities laws (collectively,
                                         the “Required Approvals”).



 


		(d)	The
                                         proceeds from the Offering will be used by Seller for general working capital purposes
                                         including marketing and expenses of litigation to protect its intellectual property.
                                         



 






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		(e)	SEC
                                         Reports; Financial Statements. The Company has filed all reports, schedules, forms,
                                         statements and other documents required to be filed by the Company under the Securities
                                         Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
                                         two years preceding the date hereof (or such shorter period as the Company was required
                                         by law or regulation to file such material) (the foregoing materials, including the exhibits
                                         thereto and documents incorporated by reference therein, being collectively referred
                                         to herein as the “SEC Reports”) on a timely basis or has received
                                         a valid extension of such time of filing and has filed any such SEC Reports prior to
                                         the expiration of any such extension. As of their respective dates, the SEC Reports complied
                                         in all material respects with the requirements of the Securities Act and the Exchange
                                         Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
                                         of a material fact or omitted to state a material fact required to be stated therein
                                         or necessary in order to make the statements therein, in the light of the circumstances
                                         under which they were made, not misleading. The financial statements of the Company included
                                         in the SEC Reports comply in all material respects with applicable accounting requirements
                                         and the rules and regulations of the SEC with respect thereto as in effect at the time
                                         of filing. Such financial statements have been prepared in accordance with United States
                                         generally accepted accounting principles applied on a consistent basis during the periods
                                         involved (“GAAP”), except as may be otherwise specified in such financial
                                         statements or the notes thereto and except that unaudited financial statements may not
                                         contain all footnotes required by GAAP, and fairly present in all material respects the
                                         financial position of the Company as of and for the dates thereof and the results of
                                         operations and cash flows for the periods then ended, subject, in the case of unaudited
                                         statements, to normal, immaterial, year-end audit adjustments.



 


		(f)	Litigation.
                                         Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of
                                         violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
                                         against or affecting the Company, any subsidiary or any of their respective properties
                                         before or by any court, arbitrator, governmental or administrative agency or regulatory
                                         authority (federal, state, county, local or foreign) (collectively, an “Action”)
                                         which (i) adversely affects or challenges the legality, validity or enforceability of
                                         any of the Transaction Documents or the Units or (ii) could, if there were an unfavorable
                                         decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
                                         the Company nor any subsidiary, nor any director or officer thereof, is or has been the
                                         subject of any Action involving a claim of violation of or liability under federal or
                                         state securities laws or a claim of breach of fiduciary duty. There has not been, and
                                         to the knowledge of the Company, there is not pending or contemplated, any investigation
                                         by the SEC involving the Company or any current or former director or officer of the
                                         Company. The SEC has not issued any stop order or other order suspending the effectiveness
                                         of any registration statement filed by the Company or any subsidiary under the Exchange
                                         Act or the Securities Act.



 


		(g)	Labor
                                         Relations. No labor dispute exists or, to the knowledge of the Company, is imminent
                                         with respect to any of the employees of the Company, which could reasonably be expected
                                         to result in a Material Adverse Effect. None of the Company’s or its subsidiaries’
                                         employees is a member of a union that relates to such employee’s relationship with
                                         the Company or such subsidiary, and neither the Company nor any of its subsidiaries is
                                         a party to a collective bargaining agreement, and the Company and its subsidiaries believe
                                         that their relationships with their employees are good. To the knowledge of the Company,
                                         no executive officer of the Company or any subsidiary, is, or is now expected to be,
                                         in violation of any material term of any employment contract, confidentiality, disclosure
                                         or proprietary information agreement or non-competition agreement, or any other contract
                                         or agreement or any restrictive covenant in favor of any third party, and the continued
                                         employment of each such executive officer does not subject the Company or any of its
                                         subsidiaries to any liability with respect to any of the foregoing matters. The Company
                                         is in compliance with all U.S. federal, state, local and foreign laws and regulations
                                         relating to employment and employment practices, terms and conditions of employment and
                                         wages and hours, except where the failure to be in compliance could not, individually
                                         or in the aggregate, reasonably be expected to have a Material Adverse Effect.



 






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		(h)	Compliance.
                                         Except as disclosed in the SEC Reports neither the Company: (i) is in default under or
                                         in violation of (and no event has occurred that has not been waived that, with notice
                                         or lapse of time or both, would result in a default by the Company, nor has the Company
                                         or received notice of a claim that it is in default under or that it is in violation
                                         of, any indenture, loan or credit agreement or any other agreement or instrument to which
                                         it is a party or by which it or any of its properties is bound (whether or not such default
                                         or violation has been waived), (ii) is in violation of any judgment, decree or order
                                         of any court, arbitrator or other governmental authority or (iii) is or has been in violation
                                         of any statute, rule, ordinance or regulation of any governmental authority, including
                                         without limitation all foreign, federal, state and local laws relating to taxes, environmental
                                         protection, occupational health and safety, product quality and safety and employment
                                         and labor matters, except in each case as could not have or reasonably be expected to
                                         result in a Material Adverse Effect.



 


		(i)	Environmental
                                         Laws. The Company (i) is in compliance with all federal, state, local and foreign
                                         laws relating to pollution or protection of human health or the environment (including
                                         ambient air, surface water, groundwater, land surface or subsurface strata), including
                                         laws relating to emissions, discharges, releases or threatened releases of chemicals,
                                         pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
                                         Materials”) into the environment, or otherwise relating to the manufacture,
                                         processing, distribution, use, treatment, storage, disposal, transport or handling of
                                         Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand
                                         letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,
                                         plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental
                                         Laws”); (ii) has received all permits licenses or other approvals required
                                         of them under applicable Environmental Laws to conduct their respective businesses; and
                                         (iii) is in compliance with all terms and conditions of any such permit, license or approval
                                         where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably
                                         expected to have, individually or in the aggregate, a Material Adverse Effect.



 


		(j)	Regulatory
                                         Permits. The Company possess all certificates, authorizations and permits issued
                                         by the appropriate federal, state, local or foreign regulatory authorities necessary
                                         to conduct their respective businesses as described in the SEC Reports, except where
                                         the failure to possess such permits could not reasonably be expected to result in a Material
                                         Adverse Effect (“Material Permits”), and neither the Company nor any
                                         subsidiary has received any notice of proceedings relating to the revocation or modification
                                         of any Material Permit.



 






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		(k)	Title
                                         to Assets. The Company has good and marketable title in fee simple to all real property
                                         owned by them and good and marketable title in all personal property owned by them that
                                         is material to the business of the Company, in each case free and clear of all Liens,
                                         except for (i) Liens as do not materially affect the value of such property and do not
                                         materially interfere with the use made and proposed to be made of such property by the
                                         Company and (ii) Liens for the payment of federal, state or other taxes, for which appropriate
                                         reserves have been made therefor in accordance with GAAP and, the payment of which is
                                         neither delinquent nor subject to penalties. Any real property and facilities held under
                                         lease by the Company are held by them under valid, subsisting and enforceable leases
                                         with which the Company is in compliance. “Liens” means a lien, charge,
                                         pledge, security interest, encumbrance, right of first refusal, preemptive right or other
                                         similar restriction.



 


		(l)	Intellectual
                                         Property. The Company has, or has rights to use, all patents, patent applications,
                                         trademarks, trademark applications, service marks, trade names, trade secrets, inventions,
                                         copyrights, licenses and other intellectual property rights and similar rights necessary
                                         or required for use in connection with its business as described in the SEC Reports and
                                         which the failure to so have could have a Material Adverse Effect (collectively, the
                                         “Intellectual Property Rights”). The Company has not received a notice
                                         (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated
                                         or been abandoned, or is expected to expire or terminate or be abandoned, within two
                                         (2) years from the date of this Agreement. The Company has not received, since the date
                                         of the latest audited financial statements included within the SEC Reports, a written
                                         notice of a claim or otherwise has any knowledge that the Intellectual Property Rights
                                         violate or infringe upon the rights of any Person, except as could not have or reasonably
                                         be expected to not have a Material Adverse Effect. To the knowledge of the Company, all
                                         such Intellectual Property Rights are enforceable and there is no existing infringement
                                         by another Person of any of the Intellectual Property Rights. The Company has taken reasonable
                                         security measures to protect the secrecy, confidentiality and value of all of their intellectual
                                         properties, except where failure to do so could not, individually or in the aggregate,
                                         reasonably be expected to have a Material Adverse Effect. The Company has no knowledge
                                         of any facts that would preclude it from having valid license rights or clear title to
                                         the Intellectual Property Rights. The Company has no knowledge that it lacks or will
                                         be unable to obtain any rights or licenses to use all Intellectual Property Rights that
                                         are necessary to conduct its business. 



 


		(m)	Transactions
                                         With Affiliates and Employees. None of the officers or directors of the Company,
                                         to the knowledge of the Company, none of the employees of the Company is presently a
                                         party to any transaction with the Company (other than for services as employees, officers
                                         and directors), including any contract, agreement or other arrangement providing for
                                         the furnishing of services to or by, providing for rental of real or personal property
                                         to or from, providing for the borrowing of money from or lending of money to or otherwise
                                         requiring payments to or from any officer, director or such employee or, to the knowledge
                                         of the Company, any entity in which any officer, director, or any such employee has a
                                         substantial interest or is an officer, director, trustee, stockholder, member or partner,
                                         in each case in excess of $120,000 other than for (i) payment of salary or consulting
                                         fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the
                                         Company and (iii) other employee benefits, including stock option agreements under any
                                         stock option plan of the Company.



 






    11


     


    

 


		(n)	Sarbanes-Oxley;
                                         Internal Accounting Controls. The Company is in compliance with any and all applicable
                                         requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof,
                                         and any and all applicable rules and regulations promulgated by the SEC thereunder that
                                         are effective as of the date hereof. The Company maintains a system of internal accounting
                                         controls sufficient to provide reasonable assurance that: (i) transactions are executed
                                         in accordance with management’s general or specific authorizations, (ii) transactions
                                         are recorded as necessary to permit preparation of financial statements in conformity
                                         with GAAP and to maintain asset accountability, (iii) access to assets is permitted only
                                         in accordance with management’s general or specific authorization, and (iv) the
                                         recorded accountability for assets is compared with the existing assets at reasonable
                                         intervals and appropriate action is taken with respect to any differences. The Company
                                         has established disclosure controls and procedures (as defined in Exchange Act Rules
                                         13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures
                                         to ensure that information required to be disclosed by the Company in the reports it
                                         files or submits under the Exchange Act is recorded, processed, summarized and reported,
                                         within the time periods specified in the SEC’s rules and forms. The Company’s
                                         certifying officers have evaluated the effectiveness of the disclosure controls and procedures
                                         of the Company as of the end of the period covered by the most recently filed periodic
                                         report under the Exchange Act (such date, the “Evaluation Date”).
                                         The Company presented in its most recently filed periodic report under the Exchange Act
                                         the conclusions of the certifying officers about the effectiveness of the disclosure
                                         controls and procedures based on their evaluations as of the Evaluation Date. Since the
                                         Evaluation Date, there have been no changes in the internal control over financial reporting
                                         (as such term is defined in the Exchange Act) of the Company that have materially affected,
                                         or is reasonably likely to materially affect, the internal control over financial reporting
                                         of the Company and its Subsidiaries. 



 


		(o)	Investment
                                         Company. The Company is not, and is not an Affiliate of, and immediately after receipt
                                         of payment for the Units, will not be or be an Affiliate of, an “investment company”
                                         within the meaning of the Investment Company Act of 1940, as amended. The Company shall
                                         conduct its business in a manner so that it will not become an “investment company”
                                         subject to registration under the Investment Company Act of 1940, as amended.



 






    12


     


    

 


		(p)	Tax
                                         Status. Except for matters that would not, individually or in the aggregate, have
                                         or reasonably be expected to result in a Material Adverse Effect, the Company (i) has
                                         made or filed all United States federal, state and local income and all foreign income
                                         and franchise tax returns, reports and declarations required by any jurisdiction to which
                                         it is subject, (ii) has paid all taxes and other governmental assessments and charges
                                         that are material in amount, shown or determined to be due on such returns, reports and
                                         declarations and (iii) has set aside on its books provision reasonably adequate for the
                                         payment of all material taxes for periods subsequent to the periods to which such returns,
                                         reports or declarations apply. There are no unpaid taxes in any material amount claimed
                                         to be due by the taxing authority of any jurisdiction, and the officers of the Company
                                         know of no basis for any such claim.



 


		(q)	Foreign
                                         Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any
                                         agent or other person acting on behalf of the Company, has (i) directly or indirectly,
                                         used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses
                                         related to foreign or domestic political activity, (ii) made any unlawful payment to
                                         foreign or domestic government officials or employees or to any foreign or domestic political
                                         parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution
                                         made by the Company(or made by any person acting on its behalf of which the Company is
                                         aware) which is in violation of law, or (iv) violated in any material respect any provision
                                         of FCPA.



 


		(r)	Stock
                                         Option Plans. Each stock option granted by the Company under the Company’s
                                         stock option plan was granted in accordance with the terms of the Company’s stock
                                         option plan. No stock option granted under the Company’s stock option plan has
                                         been backdated. The Company has not knowingly granted, and there is no and has been no
                                         Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly
                                         coordinate the grant of stock options with, the release or other public announcement
                                         of material information regarding the Company or their financial results or prospects.



 


		(s)	Office
                                         of Foreign Assets Control. Neither the Company, nor to the Company's knowledge, any
                                         director, officer, agent, employee or affiliate of the Company is currently subject to
                                         any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
                                         Department (“OFAC”).



 


		(t)	U.S.
                                         Real Property Holding Corporation. The Company is not and has never been a U.S. real
                                         property holding corporation within the meaning of Section 897 of the Internal Revenue
                                         Code of 1986, as amended, and the Company shall so certify upon Subscriber’s request.



 


		(u)	Bank
                                         Holding Company Act. Neither the Company nor any of its Affiliates is subject to
                                         the Bank Holding Company Act of 1956, as amended (the “BHCA”) and
                                         to regulation by the Board of Governors of the Federal Reserve System (the “Federal
                                         Reserve”). Neither the Company nor any of its Affiliates owns or controls,
                                         directly or indirectly, five percent (5%) or more of the outstanding shares of any class
                                         of voting securities or twenty-five percent (25%) or more of the total equity of a bank
                                         or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
                                         the Company nor any of its Affiliates exercises a controlling influence over the management
                                         or policies of a bank or any entity that is subject to the BHCA and to regulation by
                                         the Federal Reserve.



 






    13


     


    

 


		(v)	Money
                                         Laundering. The operations of the Company are and have been conducted at all times
                                         in compliance with applicable financial record-keeping and reporting requirements of
                                         the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money
                                         laundering statutes and applicable rules and regulations thereunder (collectively, the
                                         “Money Laundering Laws”), and no Action or Proceeding by or before
                                         any court or governmental agency, authority or body or any arbitrator involving the Company
                                         with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
                                         threatened.



 


		6.	Removal
                                         of Legends on Shares and Warrants.



 


		i.	The
                                         Shares and Warrants may only be disposed of in compliance with state and federal securities
                                         laws. In connection with any transfer of the Shares and Warrants other than pursuant
                                         to an effective Resale Registration Statement or Rule 144, to the Company or to an Affiliate
                                         of a Subscriber or in connection with a pledge as contemplated herein, the Company may
                                         require the transferor thereof to provide to the Company an opinion of counsel selected
                                         by the transferor and reasonably acceptable to the Company, the form and substance of
                                         which opinion shall be reasonably satisfactory to the Company, to the effect that such
                                         transfer does not require registration of such transferred Shares and Warrants under
                                         the Securities Act.



 


		ii.	The
                                         Subscribers agree to the imprinting, so long as is required by this Section 6, of a legend
                                         on any of the Shares or Warrants in the following form:



 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 






    14


     


    

 


The
Company acknowledges and agrees that a Subscriber may from time to time pledge pursuant to a bona fide margin agreement with a
registered broker-dealer or grant a security interest in some or all of the Shares or Warrants to a financial institution that
is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions
of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Shares
or Warrants to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and
no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further,
no notice shall be required of such pledge. At the appropriate Subscriber’s expense, the Company will execute and deliver
such reasonable documentation as a pledgee or secured party of Shares or Warrants may reasonably request in connection with a
pledge or transfer of the Shares or Warrants.


 


		iii.	Certificates
                                         evidencing the Shares or shares of common stock underlying the Warrants shall not contain
                                         any legend (including the legend set forth in Section 6 hereof): (i) while a registration
                                         statement covering the resale of such security is effective under the Securities Act
                                         (including the Resale Registration Statement), (ii) following any sale of such Shares
                                         or shares of common stock underlying the Warrants pursuant to Rule 144, (iii) if such
                                         Shares or shares of common stock underlying the Warrants are eligible for sale under
                                         Rule 144, without the requirement for the Company to be in compliance with the current
                                         public information required under Rule 144 as to such Warrant Shares and without volume
                                         or manner-of-sale restrictions or (iv) if such legend is not required under applicable
                                         requirements of the Securities Act (including judicial interpretations and pronouncements
                                         issued by the staff of the SEC) (“Liquidity Date”). The Company shall
                                         cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Liquidity
                                         Date if required by the Transfer Agent to effect the removal of the legend hereunder.
                                         If all or any portion of a Warrant is exercised at a time when there is an effective
                                         Resale Registration Statement to cover the resale of the common stock underlying the
                                         Warrants, or if the common stock underlying Warrants may be sold under Rule 144 without
                                         the requirement for the Company to be in compliance with the current public information
                                         required under Rule 144 as to such Warrant Shares and without volume or manner-of-sale
                                         restrictions or if such legend is not otherwise required under applicable requirements
                                         of the Securities Act (including judicial interpretations and pronouncements issued by
                                         the staff of the SEC) then such common stock underlying the Warrants shall be issued
                                         free of all legends. The Company agrees that following the Liquidity Date or at such
                                         time as such legend is no longer required under this Section 6, it will, no later than
                                         three Trading Days following the delivery by a Subscriber to the Company of a certificate
                                         representing common stock underlying Warrants, as applicable, issued with a restrictive
                                         legend (such third Trading Day, the “Legend Removal Date”), deliver
                                         or cause to be delivered to such Subscriber a certificate representing such shares that
                                         is free from all restrictive and other legends.



 


		iv.	In
                                         addition to such Subscriber’s other available remedies, the Company shall pay to
                                         a Purchaser such liquidated damages and other amounts as described in the Warrants.



 






    15


     


    

 


7. Equal
Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also
offered to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted
to each Subscriber by the Company and negotiated separately by each Subscriber, and is intended for the Company to treat the Subscribers
as a class and shall not in any way be construed as the Subscribers acting in concert or as a group with respect to the purchase,
disposition or voting of the Shares or otherwise.


 


8. Additional
Shares. From the date hereof until the date when the Purchaser no longer holds any Securities, if the Company shall issue
any shares of Common Stock, except for Excepted Issuances (as defined below), for a consideration less than $1.00 per share (as
adjusted for any reverse stock split or forward stock split consummated after the date hereof) (the “Subsequent Share Price”),
the Company shall issue additional shares of Common Stock to the Purchaser, for no further consideration, such that the total
amount of shares of Common Stock the Purchaser will have received pursuant to this Agreement, shall equal the Subscription Amount
divided by the Subsequent Share Price. By way of example only, if the Subscription Amount is $100,000 and the Purchaser thus receives
100,000 shares pursuant to this Agreement, and if the Company subsequently issues shares of Common Stock at a Subsequent Share
Price of $0.80, then the Company shall issue to the Purchaser, for no further consideration, an additional 25,000 shares (100,000
divided by $0.80 equals a total of 125,000 shares and the Purchaser has already been issued 100,000 shares). “Excepted Issuances”
means with regard to the Company: (i) the issuance of equity in full or partial consideration in connection with a strategic merger,
acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity, so long
as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time
granted registration rights, (ii) the issuance of securities in connection with strategic license agreements and other partnering
arrangements, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt
are not at any time granted registration rights, and (iii) the issuance of equity or the issuances or grants of options to purchase
equity to employees, directors, and consultants, and (iv) the sale of securities through an equity line registered with the SEC.


 






    16


     


    

 


9. Confidentiality.
Subscriber understands, acknowledges and agrees with Seller that certain of the information
disclosed to Subscriber in connection with this investment decision may be confidential and non-public and agrees that all such
information shall be kept in confidence by Subscriber and neither used for its personal benefit nor disclosed to any third party
for any reason, provided, however, that a Subscriber may disclose such information to its attorneys, accountants, consultants,
and other professionals to the extent necessary in connection with his or her investment in the Seller so long as any such professional
to whom such information is disclosed is made aware of the Subscriber’s obligations hereunder and such professional agrees
to be likewise bound as though such professional were a party hereto; and provided that this confidentiality obligation shall
not apply to any such information that (i) is part of the public knowledge or literature, (ii) becomes part of the public knowledge
or literature (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties
who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any
subscription agreement entered into with Seller). In addition, Subscriber may disclose any information as may be required by law
or applicable legal process; provided, however, to the extent permitted by law or applicable legal process, Subscriber shall provide
Seller at least five business days prior written notice before making any such disclosure. 


 


10. Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and Subscribers which purchased at least 50.1% in interest of the Units based
on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived
provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Subscriber
(or group of Subscribers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Subscribers
relative to the comparable rights and obligations of the other Subscribers shall require the prior written consent of such adversely
affected Subscriber. Any amendment effected in accordance with this Section 9 shall be binding upon each Subscriber and holder
of Shares and Warrants and the Company.


 


11.
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.


 


12. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Subscriber (other than by merger). Any Subscriber may assign any or all of its rights under this Agreement to any Person
to whom such Subscriber assigns or transfers any Shares or Warrants, provided that such transferee agrees in writing to be bound,
with respect to the transferred Shares or Warrants, by the provisions of the Transaction Documents that apply to the “Subscribers.” 


 






    17


     


    

 


13. Survival;
Indemnification. All representations, warranties and covenants contained in this Agreement
and the indemnification contained in this Section 12 shall survive (i) the acceptance of this Agreement by Seller, (ii) changes
in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber,
and (iii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations,
warranties and covenants herein and that Seller has relied upon such representations, warranties and covenants in determining
Subscriber’s qualification and suitability to purchase the Units. Subscriber hereby agrees to indemnify, defend and hold
harmless Seller, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims,
damages, liabilities, expenses (including attorneys’ fees and disbursements), judgments or amounts paid in settlement of
actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty
or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment
made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities
Act or state securities laws.


 


14. Notices.
All notices, consents, demands or other communications required or permitted to be given pursuant to this Agreement shall be deemed
sufficiently given when delivered by facsimile transmission, confirmed in writing, by overnight delivery service, or three business
days after the posting thereof by first class mail, postage prepaid, to the appropriate party at its address set forth on the
signature page hereof or at such other address as any party shall have specified by notice in writing to the others.


 


15. Severability.
In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law.


 


16. Entire
Agreement. This Agreement, including the Exhibits hereto, constitutes the entire agreement
of Subscriber and Seller relating to the matters contained herein, superseding all prior contracts or agreements, whether oral
or written.


 


17. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of New Jersey without regard to the principles of conflicts of law thereof that would require the application of the laws
of any jurisdiction other than New Jersey. In addition, the laws of the State of New Jersey shall apply to any claims brought
by any parties hereto which relate to the Offering, whether or not such claim is based on contract law. Each party to this Agreement
hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or any agreements or
transactions contemplated hereby shall be brought in the courts of the State of New Jersey or of the United States of America
for the District of New Jersey and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. 


 


18. Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. A
facsimile copy of this executed Agreement shall be treated as an original.


 


19. Gender.
All personal pronouns used in this Agreement shall be deemed to include the masculine, feminine and neuter genders.


 



    18


     


    

   


IN
WITNESS WHEREOF, Subscriber has executed this Subscription Agreement as of      , 2020.


  


Signature


 


Print
Name:


 


Title
if Entity:


 


Address:


 


Tax
ID No.:


 


Subscription
Amount @ $1.00 per Unit:


 


Number
of Shares:


 


Number
of Warrants @ 50% coverage:


 






    19


     


    

 


Exhibit
A


  


CERTIFICATE
OF ACCREDITED INVESTOR STATUS


 


Except
as may be indicated by the undersigned below, the undersigned is an “accredited investor,” as that term is defined
in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has checked
the box below indicating the basis on which he, she or it is representing his, her or its status as an “accredited investor”:


 


		□	a
                                         bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association
                                         or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting
                                         in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section
                                         15 of the Securities Exchange Act of 1934, as amended; an insurance company as defined
                                         in Section 2(13) of the Securities Act; an investment company registered under the Investment
                                         Company Act of 1940 or a business development company as defined in Section 2(a)(48)
                                         of that Act; a small business investment company licensed by the U.S. Small Business
                                         Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
                                         a plan established and maintained by a state, its political subdivisions, or any agency
                                         or instrumentality of a state or its political subdivisions, for the benefit of its employees,
                                         and such plan has total assets in excess of $5,000,000; an employee benefit plan within
                                         the meaning of the Employee Retirement Income Security Act of 1974, if the investment
                                         decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which
                                         is either a bank, savings and loan association, insurance company, or registered investment
                                         adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or,
                                         if a self-directed plan, with investment decisions made solely by persons that are “accredited
                                         investors”;



 


		□	a
                                         private business development company as defined in Section 202(a)(22) of the Investment
                                         Advisers Act of 1940;



 


		□	an
                                         organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
                                         Massachusetts or similar business trust, or partnership, not formed for the specific
                                         purpose of acquiring the securities offered, with total assets in excess of $5,000,000;



 


		□	a
                                         natural person whose individual net worth, or joint net worth with the undersigned’s
                                         spouse, at the time of this purchase exceeds $1,000,000;



 


		□	a
                                         natural person who had an individual income in excess of $200,000 in each of the two
                                         most recent years or joint income with the undersigned’s spouse in excess of $300,000
                                         in each of those years and has a reasonable expectation of reaching the same income level
                                         in the current year;



 


		□	a
                                         trust with total assets in excess of $5,000,000, not formed for the specific purpose
                                         of acquiring the securities offered, whose purchase is directed by a person who has such
                                         knowledge and experience in financial and business matters that he, she or it is capable
                                         of evaluating the merits and risks of the prospective investment;



 


		□	an
                                         entity in which all of the equity holders are “accredited investors” by virtue
                                         of their meeting one or more of the above standards; or



 


		□	an
                                         individual who is a director or executive officer of Quantum Computing Inc..



 


IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Accredited Investor Status effective as of the      day of     ,
2020.


 


Signature:


 


Print
Name:


 


Title
if Entity: 


 



     


     


    

 


Exhibit
B


 


WARRANT


 


(Annexed
hereto)