Exhibit 10.1


 


AMENDMENT TO


SECURITIES PURCHASE AGREEMENT


 


This Amendment to Securities
Purchase Agreement (“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 __________________________________________,
(“Investor”). 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 Investor whereby the Investor 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 investors 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 Securities Purchase Agreement. Section 3.1(e) is hereby deleted in its entirety and replaced with the following:


 


Filings, Consents and Approvals. Except
as set forth on Schedule 3.1(e), the Company is not required to obtain any consent, waiver, authorization or order of, give
any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings
required pursuant to Section 4.4 of this Agreement, (ii) application(s) to each applicable Trading Market for the listing
of the Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby and other approvals required by
each applicable Trading Market, and (iii) such filings as are required to be made under applicable state or federal securities laws (collectively,
the “Required Approvals”). For the avoidance of doubt, compliance with NASDAQ Listing Rule 5635(d) shall be a Required
Approval. Specifically, the Company shall not effect the conversion of any of the Series A Preferred Stock, or the exercise of any Warrant
held by an Investor, or pay any dividend in the form of Common Stock, and an Investor shall not have the right to convert any of the Series
A Preferred Stock or exercise Warrants held by such Investor and any such conversion or exercise shall be null and void and treated as
if never made, if to the extent that after giving effect to such payment of dividend in the form of Common Stock, or such conversion or
exercise of such Warrant, the aggregate amount of Common Stock issuable to the Investor would exceed, when added to the previously issued
shares 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 conversion of the Series A Preferred
Stock or exercise of Warrants issued to the Investor 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 upon a 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 the Warrants, 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 Securities Purchase Agreement.


 


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


 


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
	 	 	 
	 	[Investor]	 
	 	 	 
	 	By:	 
	 	(Signature)	 
	 	 	 
	 	Print Name:  
	 	Print Title: