Exhibit
4.1


 


PROMISSORY
NOTE 


 


	Effective Date: September 23, 2022	U.S. $8,250,000.00



 


FOR
VALUE RECEIVED, Quantum Computing Inc., a Delaware corporation (“Borrower”),
promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its
successors or assigns (“Lender”), $8,250,000.00 and any interest, fees, charges, and late fees accrued hereunder on
the date that is eighteen (18) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms
set forth herein and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from the Purchase Price Date
until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve
(12) thirty (30) day months, shall compound daily and shall continue to accrue until paid in accordance with the terms of this
Note. This Promissory Note (this “Note”) is issued and made effective as of September 23, 2022 (the “Effective
Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated September 23, 2022, as the same may be amended
from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein
are defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This
Note carries an OID of $750,000.00. In addition, Borrower agrees to pay $20,000.00 to Lender to cover Lender’s legal fees, accounting
costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction
Expense Amount”), which amount will be deducted from the amount funded. The OID is included in the initial principal balance
of this Note and are deemed to be fully earned and non-refundable as of the Purchase Price Date. The purchase price for this Note shall
be $7,500,000.00 (the “Purchase Price”), computed as follows: $8,250,000.00 original principal balance, less the OID.


 


1. Payment;
Prepayment; Minimum Growth Rate.


 


1.1. Payment.
All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender at the address or bank
account furnished by Lender to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable costs
of collection, if any, then to (b) fees and charges hereunder, if any, then to (c) accrued and unpaid interest hereunder, and thereafter,
to (d) principal hereunder.


 


1.2. Prepayment.
Borrower may pay all or any portion of the Outstanding Balance earlier than it is due; provided that in the event Borrower elects
to prepay all or any portion of the Outstanding Balance it shall pay to Lender 120% of the portion of the Outstanding Balance Borrower
elects to prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower’s remaining obligations hereunder.


 


2. Security.
This Note is unsecured.


 


3. Redemptions.
Beginning on the date that is six (6) months from the Purchase Price Date (“Redemption Start Date”), Lender shall
have the right, exercisable at any time in its sole and absolute discretion, to redeem up to the Maximum Monthly Redemption Amount (such
amount, the “Redemption Amount”, and each payment of a Redemption Amount, a “Redemption Amount”)
per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). For the avoidance of doubt,
Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt of any Redemption Notice,
Borrower shall pay the applicable Redemption Amount in cash to Lender within three (3) Trading Days of Borrower’s receipt of such
Redemption Notice. Notwithstanding the foregoing no prepayment premium shall be payable in respect of any Redemption Amount.


 




     


     


    

 


4. Trigger
Events; Defaults; Remedies.


 


4.1. Trigger
Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay
any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar
official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)
days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits
in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general
assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic
or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower fails to observe or perform
any covenant set forth in Section 4 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction without Lender’s
prior written consent; (i) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement
contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth
in this Section 4.1 and Section 4 of the Purchase Agreement, such default or failure results a Material Adverse Effect; (j) any material
breach of a representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction
Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect
when made or furnished resulting in a Material Adverse Effect; (k) Borrower effectuates a reverse split of its Common Stock without twenty
(20) Trading Days prior written notice to Lender; (l) any money judgment, writ or similar process is entered or filed against Borrower
or any subsidiary of Borrower or any of its property or other assets for more than $750,000.00, and shall remain unvacated, unbonded
or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (m) Borrower fails to be DWAC Eligible
and such failure is not cured within ten (10) Trading Days; and (n) Borrower breaches any covenant or other term or condition contained
in any Other Agreements.


 


4.2. Trigger
Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding Balance
by applying the Trigger Effect (subject to the limitation set forth below).


 


4.3. Defaults.
At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower
cure the Trigger Event within seven (7) Trading Days. If Borrower fails to cure the Trigger Event within the required seven (7) Trading
Day cure period, the Trigger Event will automatically become an event of default hereunder (each, an “Event of Default”).


 


4.4. Default
Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by
written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount.
Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (b), (c), (d), (e) or (f) of Section 4.1,
an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event
shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required
by Lender for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written
notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to the lesser of fifteen percent (15%) per annum simple interest or the maximum rate permitted under
applicable law (“Default Interest”). In connection with acceleration described herein, Lender need not provide, and
Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights
as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.4. No such rescission or
annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon. Nothing herein shall
limit Lender’s right to pursue any other remedies available to it at law or in equity.


 




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5. Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower
not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter
against Lender, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.


 


6. Waiver.
No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver.
No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other
prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to
provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


7. Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any
such opinion provided by its counsel.


 


8. Governing
Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper
venue for any disputes are incorporated herein by this reference.


 


9. Arbitration
of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined
in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


10. Cancellation.
After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed canceled, and
shall not be reissued.


 


11. Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


12. Assignments.
Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred
by Lender to any of its affiliates without the consent of Borrower, so long as such transfer is in accordance with applicable federal
and state securities laws.


 


13. Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with
the subsection of the Purchase Agreement titled “Notices.”


 


14. Liquidated
Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s
damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict
future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree
that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended
by the parties to be, and shall be deemed, liquidated damages.


 


15. Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower
and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


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IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.


 


	

     
	BORROWER:
	 	 	 
	 	Quantum Computing Inc.
	 	 	 
	 	By:	 
	 	 	Christopher
    Roberts, Chief Financial Officer


 


	ACKNOWLEDGED, ACCEPTED AND AGREED:	 
	 	 	 
	LENDER:	 
	 	 	 
	Streeterville Capital, LLC	 
	 	 	 
	By:	 	 
	 	John
    M. Fife, President	 


 


[Signature
Page to Promissory Note]


 




    


     


    

 


ATTACHMENT
1


DEFINITIONS


 


For
purposes of this Note, the following terms shall have the following meanings:


 


A1. “Common
Stock” means shares of Borrower’s common stock, par value $0.0001 per share.


 


A2. “Fundamental
Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any
other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets
to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than
50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or
persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange
offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the
outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities
making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s
Common Stock, or reverse splits of its outstanding and authorized shares of Common Stock to meet Nasdaq listing requirements or (b) any
“person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the
rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under
the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock
of Borrower.


 


A3. “Major
Trigger Event” means any Trigger Event occurring under Sections 4.1(a) - 4.1(h).


 


A4. “Mandatory
Default Amount” means the Outstanding Balance following the application of the Trigger Effect.


 


A5. “Material
Adverse Effect” means a (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the
Borrower, or (iii) a material adverse effect on the Borrower’s ability to perform in any material respect on a timely basis its
obligations under any Transaction Document.


 


A6. “Maximum
Monthly Redemption Amount” means $750,000.00 per month, as may be adjusted as set forth herein.


 


A7. “Minor
Trigger Event” means any Trigger Event that is not a Major Trigger Event.


 


A8. “OID”
means an original issue discount.


 


A9. “Other
Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an
affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement
that affects Borrower’s ongoing business operations.


 


A10. “Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to
the terms hereof for payment, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid interest, collection
and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees incurred
under this Note.


 


A11. “Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A12. “Trading
Day” means any day on which Borrower’s principal trading market (or such other principal market for the Common Stock)
is open for trading.


 


A13. “Trigger
Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by (a) ten percent (10%)
for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger Event, and then adding
the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the sum of the foregoing
then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided that the Trigger
Effect may only be applied three (3) times hereunder with respect to Major Trigger Events and three (3) times hereunder with respect
to Minor Trigger Events; provided, however, in no event will the cumulative application of the Trigger Effect exceed twenty-five
percent (25%).