Exhibit 10.4


 


REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


 


THIS REGISTRATION RIGHTS AND
LOCK-UP AGREEMENT (this “Agreement”), dated
as of [__], 2022, is made and entered into by and among Quantum Computing Inc., a Delaware corporation (the “Company”),
and certain parties set forth on Schedule 1 hereto (collectively with any person or entity who hereafter becomes a party to this
Agreement pursuant to Section 6.2 or Section 6.11 of this Agreement, the “Holders”
and each, a “Holder”). Capitalized terms used
but not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Company
has entered into that certain Agreement and Plan of Merger, dated as of May [__], 2022 (as it may be amended, supplemented or otherwise
modified from time to time, the “Merger Agreement”),
by and among the Company, QPhoton, Inc., a Delaware corporation, Yuping Huang and the other parties thereto; and


 


WHEREAS, pursuant to
and in accordance with the terms and conditions set forth in the Merger Agreement, the Holders received shares of Common Stock (as defined
below), shares of Series B Preferred Stock (as defined below) and warrants to purchase shares of Common Stock (each, a “Warrant”).


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I


 


DEFINITIONS


 


1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective
meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company,
(a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or
Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not
misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective
or used, as the case may be, (c) the Company has a bona fide business purpose for not making such information public, and (d) such
disclosure (i) would be reasonably likely to have an adverse impact on the Company, (ii) could reasonably be expected to have a material
adverse effect on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization
or similar transaction or (iii) relates to information the accuracy of which has yet to be determined by the Company or which is the subject
of an ongoing investigation or inquiry; provided that the Company takes all reasonable action as necessary to promptly make such
determination and conclude such investigation or inquiry.


 



     


     


    

 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“Average Daily
Volume” means the average of the daily trading volume of the Common Stock as reported by The NASDAQ Capital Market (provided
that if the Common Stock is not then listed on the NASDAQ Capital Market, as reported by such trading market on which the Common Stock
is then traded) for the five (5) Trading Days immediately preceding such determination of Average Daily Volume.


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Merger
Agreement” shall have the meaning given in the Recitals hereto.


 


“Closing”
shall have the meaning given in the Merger Agreement.


 


“Closing
Date” shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Daily Transfer
Limit” means as of any Trading Day, ten percent (10%) of the Average Daily Volume calculated as of the immediately preceding
Trading Day.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.4.


 


“EDGAR”
shall have the meaning given in Section 3.5.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form
S-1 Shelf” shall have the meaning given in Section 2.1.1.


 


“Form
S-3 Shelf” shall have the meaning given in Section 2.1.1.


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 



    2


     


    

 


“Lock-up”
shall have the meaning given in Section 5.1.


 


“Lock-up
Period” shall mean the period beginning on the Closing Date and ending on the date that is twelve (12) months after
the Closing Date.


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Other Coordinated
Offering” shall have the meaning given in Section 2.4.1.


 


“Permitted
Transferees” shall mean, with respect to any Holder and their Permitted Transferees, which include (a) prior
to the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities
prior to the expiration of the Lock-up Period pursuant to Section 5.2 and (b) after the expiration of the Lock-up
Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance with
any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) any outstanding (i) Common Stock, (ii) Common Stock issued or issuable upon conversion
of the Series B Preferred Stock, subject to the terms of the Series B Preferred Stock Certificate of Designation) of the Company and (iii)
Common Stock issued or issuable upon exercise of the Warrant, in each case, held by a Holder immediately following the Closing (including
any securities distributable pursuant to the Merger Agreement), and (b) any other equity security of the Company or any of its subsidiaries
issued or issuable with respect to any securities referenced in clause (a) above by way of a stock dividend or stock split or in
connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of:
(A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable
Holder; (B) (i) such securities shall have been otherwise transferred (other than to a Permitted Transferee), (ii) new certificates
for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered
by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such
securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any
successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or
timing of sale or current public information requirements); (E) such securities have been sold without registration pursuant to Section
4(a)(1) of the Securities Act or Rule 145 promulgated under the Securities Act or any successor rules promulgated under the Securities
Act; and (F) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public
securities transaction.


 



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“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the
following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any national securities exchange on which the Common Stock are then listed;


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company;


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration;


 


(F)
in an Underwritten Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the
Demanding Holders (not to exceed $75,000 without the consent of the Company);


 


(G)
the costs and expenses of Company relating to analyst and investor presentations


 


(H)
or any “road show” undertaken in connection with the Registration and/or marketing of the Registrable Securities; and


 


(I)   
any other fees and disbursements customarily paid by the issuers of securities.


 


“Registration
Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and
supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting
Holders” shall have the meaning given in Section 2.1.5.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 



    4


     


    

 


“Series B Preferred
Stock” shall mean shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share.


 


“Series B Preferred
Stock Certificate of Designation” means that the Company’s Certificate of Designation of the Series B Preferred Stock,
dated [___], 2022.


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement.


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Trading Day”
means any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock
is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final
hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c)
public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.6.


 



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ARTICLE
II


 


REGISTRATIONS AND OFFERINGS


 


2.1
Shelf Registration.


 


2.1.1
Filing. Within ninety (90) calendar days following the Closing Date, the Company shall submit to or file with the Commission
a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement
for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3
Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission
or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as
soon as practicable after the filing thereof, but no later than the earlier of (a) the one hundred fifth (105th) calendar day (or one
hundred thirty fifth (135th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement)
following Closing and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever
is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review
(such earlier date, the “Effectiveness Deadline”); provided, however, that if such Effectiveness Deadlines
falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadlines shall be extended to
the business day on which the Commission is open for business. Such Shelf shall provide for the resale of the Registrable Securities included
therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company
shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including
post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit, subject
to Article V, the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of
the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf,
the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement)
to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3 Shelf. The Company’s obligation under
this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2
Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while
Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts
to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially
reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal
of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts
to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable
after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement
(as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer at the time of filing (as
defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep
such Subsequent Shelf Registration Statement continuously effective, available for use to permit, subject to Article V, the Holders named
therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time
as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent
that the Company is eligible to use such form at the time of filing. Otherwise, such Subsequent Shelf Registration Statement shall be
on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject
to Section 3.4.


 



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2.1.3
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities
that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly
use its commercially reasonable efforts to cause, subject to Article V, the resale of such Registrable Securities to be covered by either,
at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf
Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf
Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required
to cause such additional Registrable Securities to be so covered twice per calendar year for the Holders.


 


2.1.4
Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective
Shelf is on file with the Commission, a Holder (a Holder being in such case, a “Demanding
Holder”) may request, subject to Article V, to sell all or any portion of its Registrable Securities in an Underwritten
Offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown
if such offering shall include, subject to Article V, Registrable Securities proposed to be sold by the Demanding Holder, either individually
or together with other Demanding Holders, with a total offering price of at least $15.0 million in the aggregate (the “Minimum
Takedown Threshold”); provided that, with respect to all remaining Registrable Securities held by the Demanding
Holder no Minimum Takedown Threshold shall apply. All requests for Underwritten Shelf Takedowns shall be made by giving written notice
to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.
Subject to Section 2.4.4, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters
for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s
prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders may demand not more than one (1) Underwritten
Shelf Takedowns pursuant to this Section 2.1.4 within any six (6) month period. For the avoidance of doubt, the Company shall not
be required to effect an aggregate of more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any
twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering
pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.


 



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2.1.5
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good
faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect
to such Underwritten Shelf Takedown (the “Requesting Holders”)
(if any) in writing that the percentage, relative to the total outstanding Common Stock of the Company, of Registrable Securities that
the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities
that the Company desires to sell and all other Common Stock or other equity securities, if any, that have been requested to be sold in
such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds
the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar
amount or maximum number of such securities, as applicable (the “Maximum
Number of Securities”), then the Company shall include, subject to Article V, in such Underwritten Offering, before
including any Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity
securities, the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities
(pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten
Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such
Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting
Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that
all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum
Number of Securities.


 


2.1.6
Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for
marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown
shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that a Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown
Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Holders
or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute
a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless such
Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is
more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities
that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if a Holder elects to
continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown
shall instead count as an Underwritten Shelf Takedown demanded by such Holder, as applicable, for purposes of Section 2.1.4.
Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had
elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible
for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6,
other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this
Section 2.1.6.


 



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2.2
Reserved.


 


2.3
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade
or Other Coordinated Offering), if requested by the managing Underwriters, each Holder (and for which it is customary for such Holder
to agree to a lock-up), agrees that, to the extent such Holder participates in such Underwritten Offering, it shall not Transfer any Common
Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior
written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning
on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters
otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such
effect (in each case on substantially the same terms and conditions as all such Holders).


 


2.4
Block Trades; Other Coordinated Offerings.


 


2.4.1
Notwithstanding any other provision of this Article II, but subject to Section 3.4 and Article V, at any time and
from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten
registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution
agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering
price of at least $20.0 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding
Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5)
business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate
such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable
Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the
Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation
of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.


 


2.4.2
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block
Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers,
sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 



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2.4.3
Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated
Offering initiated by a Demanding Holder pursuant to this Agreement.


 


2.4.4
The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers,
sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one
or more reputable nationally recognized investment banks).


 


2.4.5
A Demanding Holder in the aggregate may demand no more than (i) one (1) Block Trade pursuant to this Section 2.4 within
any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve
(12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4
shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 


ARTICLE
III


 


COMPANY PROCEDURES


 


3.1
General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable
efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall:


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration
Statement or have ceased to be Registrable Securities;


 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 



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3.1.4
notify each seller of Registrable Securities promptly after it receives notice of the time when the Registration Statement has
been declared effective and when any post-effective amendments and supplements thereto become effective;


 


3.1.5
furnish counsel for the Underwriter(s), if any, and upon written request, for the sellers of the Registrable Securities in such
Registration Statement with copies of any written comments from the Commission or any written request by the Commission for amendments
or supplements to a Registration Statement or Prospectus;


 


3.1.6
prior to any public offering of Registrable Securities, use best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or
approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


3.1.7
cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the
Company are then listed;


 


3.1.8
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.9
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 


3.1.10
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus, including any document that is to be incorporated by reference into such Registration Statement or Prospectus
(or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and
regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days
that sales are suspended pursuant to Section 3.4), furnish, upon request, a copy thereof to each seller of such Registrable Securities
or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);


 



    11


     


    

 


3.1.11
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 


3.1.12
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or
sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit
a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade,
Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by
such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration
Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such
representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided,
however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance
reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.13
obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily
covered by “comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably
satisfactory to a majority-in-interest of the participating Holders;


 


3.1.14
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or
sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration,
to the extent customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the
purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating
Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters;


 



    12


     


    

 


3.1.15
in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or
sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement,
in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


3.1.16
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in
effect);


 


3.1.17
with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make
available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter in such Underwritten Offering; and


 


3.1.18
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating
Holders, consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter,
broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3
Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the
contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel,
that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues
thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements
approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales,
distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result
of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.


 



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3.4
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1
Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any
request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or
of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered
to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will
not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written insider trading compliance program
adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities
because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable
Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received
copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the
use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact
in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies,
other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities
at the time of receipt of such notice.


 


3.4.2
Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or
(c) in the good faith judgment of the majority of the Board, such Registration be detrimental to the Company and the majority of
the Board concludes as a result that it is advisable to defer such filing, initial effectiveness or continued use at such time, the Company
may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise
to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest
period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights
under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their
use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder
receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain
the confidentiality of such notice and its contents.


 



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3.4.3
Subject to Section 3.4.4, (a) during the period starting with the date that is sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date that is one hundred and twenty (120) days after the effective date
of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable
efforts to maintain the effectiveness of the applicable Shelf Registration, or (b) if, pursuant to Section 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly
underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered
offering pursuant to Section 2.1.4 or 2.4.


 


3.4.4
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than
ninety (90) consecutive calendar days and not more than twice for not more than one hundred eighty (180) total calendar days, during any
twelve (12)-month period.


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly
filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the
Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.6
Rule 144. With a view to make available to the Holders the benefits of Rule 144 promogulated under the Securities Act, the
Company covenants that it will (a) make available at all times information necessary to comply with Rule 144, if such Rule is available
with respect to resales of the Registrable Securities under the Securities Act, and (b) take such further action as the Holders may reasonably
request, all to the extent required from time to time to enable them to sell all Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 promogulated under the Securities Act (if available with respect
to resales of the Registrable Securities), as such rule may be amended from time to time. Upon request of any Holder, the Company will
deliver to such Holder a written statement as to whether the Company has complied with such information requirement, and, if not, the
specific reasons for non-compliance.


 



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ARTICLE
IV


 


INDEMNIFICATION AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors,
managers, directors, trustees, equityholders, beneficiaries, affiliates and agents and each person or entity who controls such Holder
(within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without
limitation, reasonable and documented outside attorneys’ fees or other expenses incurred in connection with investigating or defensing
such claim, loss, liability, damage or action) resulting from (i) any untrue or alleged untrue statement of material fact contained in
or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state
securities law except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company
by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or
entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with
respect to the indemnification of the Holder.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
(or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder Information”)
and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls
the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including,
without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of
material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the
case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of
the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 



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4.1.3
Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or
entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and
(ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to
make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


4.1.5
If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made
by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission),
such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal
or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty
of such fraudulent misrepresentation.


 



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ARTICLE
V


 


LOCK-UP


 


5.1
Lock-Up. Notwithstanding anything to the contrary in this Agreement and subject to Section 5.2, each Holder agrees
that it shall not Transfer any Registrable Securities prior to the end of the Lock-up Period (the “Lock-up”);
provided, however, that, commencing on the date that is six (6) months after the Closing Date and ending on the expiration of the Lock-up
Period (the “Restricted Trading Period”), each Holder may Transfer a number of shares of Common Stock up to
such Holder’s Pro Rata Share (as defined in the Merger Agreement) of the Daily Transfer Limit. For purposes of this Section 5.1,
Schedule 1 sets forth each Holder’s Pro Rata Share that should be applied to the Daily Transfer Limit to determine the permissible
number of shares that may be resold up to the Daily Transfer Limit. For purposes of clarity and to avoid ambiguity, the following is an
illustrative example of the calculation of the Daily Transfer Limit during the Restricted Trading Period. Example: Holder A has 200 shares
representing 20% of the total number of outstanding shares issued as merger consideration to all Holders. The Average Daily Volume for
the preceding five (5) Trading Days was 100,000. Therefore the applicable Daily Transfer Limit for such Holder would be 2,000 (i.e., for
the Trading Day in question during the Restricted Period, such Holder would be entitled to resell up to 2,000 shares).


 


5.2
Permitted Transferees. Notwithstanding the provisions set forth in Section 5.1, each Holder may Transfer Registrable
Securities during the Lock-up Period (including, for the avoidance of doubt, a number of Registrable Securities in excess of the Daily
Transfer Limit) (a) to (i) the Company’s officers or directors, (ii) any affiliates or family members of the Company’s officers
or directors, or (iii) any direct or indirect partners, members or equity holders of such Holder, or any related investment funds or vehicles
controlled or managed by such persons or entities or their respective affiliates, (b) in the case of an individual, by gift to a member
of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person or entity, or to a charitable organization, (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of the individual, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e)
in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (f) to the partners, members or
equity holders of such Holder by virtue of the Holder’s organizational documents, as amended, upon dissolution of the Holder, (g)
to the Company, or (h) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or
a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right
to exchange their Common Stock for cash, securities or other property subsequent to the Closing Date. The parties acknowledge and agree
that any Permitted Transferee of a Holder shall (x) be subject to the transfer restrictions set forth in this ARTICLE V with respect
to the Registrable Securities upon and after acquiring such Registrable Securities, and (y) execute a joinder to this Agreement in the
form of Exhibit A attached hereto.


 



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ARTICLE
VI


 


MISCELLANEOUS


 


6.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) recorded mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier
service providing evidence of delivery, or (iii) transmission by hand delivery, or electronic mail. Each notice or communication that
is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in
the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by
courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt or the
affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this
Agreement must be addressed, if to the Company, to: Quantum Computing Inc., 215 Depot Court, Suite 215, Leesburg, VA 20175, Attention:
Robert Liscouski or by email, and, if to any Holder, at such Holder’s address, electronic mail address as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.


 


6.2
Assignment; No Third Party Beneficiaries.


 


6.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 


6.2.2
Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided
that with respect to the Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or
in part, except that each of the Holders shall be permitted to transfer its rights hereunder as the Holders to one or more affiliates
of such Holder or any direct or indirect partners, members or equity holders of such Holder (it being understood that no such transfer
shall reduce or multiply any rights of such Holder or such transferees).


 


6.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


6.2.4
This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly
set forth in this Agreement and Section 6.2.


 


6.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder
in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2
shall be null and void. Notwithstanding any of the foregoing to the contrary, no Warrant shall be assigned or transferred except in accordance
with the terms of such Warrant.


 



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6.3
Counterparts. This Agreement may be executed in multiple counterparts (including PDF counterparts), each of which shall
be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


6.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


6.5
Waiver of Jury Trial. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE,
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN
ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
(b) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY
AND (d) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 6.5.


 


6.6
Arbitration. Each of the parties irrevocably and unconditionally agrees that any proceeding based upon, arising out of or
related to this Agreement or any of the transactions contemplated hereby (each, a “Related Proceeding”) shall be finally
settled by binding arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by three arbitrators.
Any Related Proceeding shall be decided by a panel of three (3) arbitrators seated in New York, New York. Each arbitrator must be (a)
an attorney with significant experience in negotiating complex commercial transactions, or a judge seated on, or retired from, a U.S.
federal court sitting in the Southern District of New York and (b) neutral and independent of each party. The parties agree, pursuant
to Article 30(2)(b) of the Rules of Arbitration of the International Chamber of Commerce, that the Expedited Procedure Rules shall apply
irrespective of the amount in dispute. The arbitrators may enter a default decision against any party who fails to participate in the
arbitration proceedings with respect to any Related Proceeding. The language of the proceeding shall be English. The decision of the arbitrators
on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction
thereof. The parties and the arbitrators will keep confidential, and will not disclose to any person, except the parties’ respective
representatives (who shall keep any such information confidential as provided in this sentence), or as may be required by applicable law
or any order of a governmental entity of competent jurisdiction, the existence of any Related Proceeding under this Section 6.6, the referral
of any such Related Proceeding to arbitration or the status or resolution thereof. The initiation of any Related Proceeding pursuant to
this Section 6.6 will toll the applicable statute of limitations for the duration of any such Related Proceeding.


 



    20


     


    

 


6.7
Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the
total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived,
or any of such provisions, covenants or conditions may be amended or modified; provided, that, any amendment hereto or waiver
hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner
that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course
of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company
in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.
No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party.


 


6.8
Term. This Agreement shall terminate with respect to any Holder, on the date that such Holder no longer holds any Registrable
Securities. The provisions of Section 3.5 and Article IV shall survive any termination.


 


6.9
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.


 


6.10   
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable
in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


6.11 Entire
Agreement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.


 


6.12 Adjustments.
If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or
reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate
adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and
obligations hereunder shall continue with respect to the Registrable Securities as so changed.


 


[SIGNATURE PAGES FOLLOW]


 




    21


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Registration Rights and Lock-Up Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	QUANTUM COMPUTING INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



     


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Registration Rights and Lock-Up Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 	 
	 	YUPING HUANG
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Registration Rights and Lock-Up Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 	 
	 	The Trustees of the Stevens Institute of Technology
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Registration Rights and Lock-Up Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 	 
	 	BV Advisory Partners, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     


     


    

 


Schedule 1


 


Holders


 


	Holder	 	Shares	 	 	Pro Rata Share %	 
	Yuping Huang	 	 	29,646,680.00	 	 	 	81.00	%
	The Trustees of the Stevens Institute of Technology	 	 	3,294,078.46	 	 	 	9.00	%
	BV Advisory Partners, LLC	 	 	3,660,084.54	 	 	 	10.00	%
	Total	 	 	36,600,843.00	 	 	 	100.00	%



 




     


     


    

 


Exhibit A


 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing
and delivering this joinder (this “Joinder”)
pursuant to the Registration Rights Agreement, dated as of [__], 2022 (as the same may hereafter be amended, the “Registration
Rights Agreement”), among Quantum Computing Inc., a Delaware corporation (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature of Stockholder
	 	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	 	 
	 	Address: 	            
	 	 
	 	 



 


Agreed and Accepted as of

____________, 20__


 


Quantum Computing Inc.


 


	By:	 	 
	Name: 	 	 
	Its: