Exhibit 10.2


 


AMENDMENT TO


COMMON STOCK PURCHASE WARRANT


 


This Amendment to Common Stock
Purchase Warrant (“Amendment”), is made and entered into effective as of December __, 2021 (the “Effective
Date”), by and between Quantum Computing Inc., a Delaware corporation (the “Company”), and ____________________________________,
(“Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the
Warrants (as defined below).


 


WHEREAS, effective
November 10, 2021 , the Company conducted a private placement offering (the “Private Placement”)
pursuant to a securities purchase agreement (the “Purchase Agreement”) with the Holder whereby the Holder had agreed
to purchase from the Company an aggregate of ________ shares of the Company’s newly created Series A Convertible Preferred Stock,
par value $0.0001 per share (the “Series A Preferred Stock”) and warrants to purchase ________ shares of the Company’s
common stock (the “Warrants”) ; and


 


WHEREAS, the Company
and holders wish to clarify that the issuance of shares pursuant to the conversion of the Series A Preferred Stock and the exercise of
the Warrants are subject to NASDAQ Rule 5635(d);


 


NOW, THEREFORE, in
consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:


 


1. Amendment
to Common Stock Purchase Warrant. Section 2(e) is hereby deleted in its entirety and replaced with the following:


 


Holder’s Exercise Limitations. The Company
shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant
to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice
of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder
or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall
include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the
Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining
the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in
(A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares
of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally
and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the
Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than sixty-one (61) days’
prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect to the
Holder’s Warrant, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the
Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase will not be effective until the 61st day after
such notice is delivered to the Company. The Holder may also decrease the Beneficial Ownership Limitation provisions of this Section 2(e)
solely with respect to the Holder’s Warrant at any time, which decrease shall be effectively immediately upon delivery of notice
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. In addition, the Company shall
not effect the exercise of this Warrant, and a Holder shall not have the right to exercise this Warrant and any such exercise shall be
null and void and treated as if never made, if to the extent that after giving effect to such exercise of this Warrant and conversion
of the Series A Preferred Stock, the aggregate amount of Common Stock issuable to the Holder would exceed, when added to the previously
issued shares of Common Stock inclusive of shares issued pursuant to the conversion of Series A Preferred Stock or any potential issuance
of the payment of dividends in the form of Common Stock, the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”),
except that such limitation will not apply following Approval (defined below). If the number of shares of Common Stock pursuant to the
exercise of this Warrant or conversion of the Series A Preferred Stock issued to the Holder reaches the Nasdaq 19.99% Cap, so as not to
violate the 20% limit established in Listing Rule 5635(d), the Company, at its election, will use reasonable commercial efforts to obtain
stockholder approval for the issuance of Common Stock pursuant to conversion of the Series A Preferred, any potential issuance of the
payment of dividends in the form of Common Stock, or issuance pursuant to the exercise of this Warrant, if necessary, in accordance with
the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). 


 






    


    


    

 


3. Necessary
Acts. Each party to this Amendment hereby agrees to perform any further acts and to execute and deliver any further documents that
may be necessary or required to carry out the intent and provisions of this Amendment and the transactions contemplated hereby.


 


4. Governing
Law. This Amendment will be governed by and construed under the Governing Law and Venue provisions of the Purchase Agreement.


 


5. Continued
Validity. Except as otherwise expressly provided herein, the Warrants shall remain in full force and effect.


 






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IN WITNESS WHEREOF,
the parties have caused this Amendment to be duly executed as of the date first written above.


 





	 	QUANTUM COMPUTING INC.
	 	 
	 	By:	            
	 	(Signature)



 


	 	Print Name:	Christopher Roberts
	 	Print Title:	Chief Financial Officer



 


	 	[Holder]
	 	 	 
	 	By:	       
	 	(Signature)



 


	 	Print Name:  	 
	 	Print Title:  	 


 


 


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