Exhibit 10.2


 


NEITHER THE ISSUANCE NOR SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT
TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES


 


	Principal Amount: $563,055.00	Issue Date: _____, 2020


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED,
QUANTUM COMPUTING INC., a Delaware corporation (hereinafter called the “Borrower”), as of _____, 2020
(the “Issue Date”), hereby promises to pay to the order of OASIS CAPITAL, LLC, a Puerto Rico limited
liability company, or its registered assigns (the “Holder”) the principal sum of $563,055.00 (the “Principal
Amount”), together with interest at the rate of eight percent (8%) per annum, at maturity or upon acceleration or otherwise,
as set forth herein (the “Note”) (with the understanding that the initial nine months of such interest shall
be guaranteed). The cash consideration to the Borrower for this Note is $500,000.00 (the “Consideration”)
in United States currency, due to the original issuance discount of $55,555.00 (the “OID”) and a $7,500.00
credit for Holder’s transactional expenses. The Holder shall pay the Consideration within a reasonable amount of time of
the full execution of the securities purchase agreement (the “Purchase Agreement”) and its ancillary transactional
documents pursuant to which this Note is issued. This Note is being issued pursuant to the Purchase Agreement entered into on the
Issue Date. On the Issue Date, the outstanding principal amount under this Note shall be $563,055.00, consisting of the
Consideration plus the OID (as defined herein) and the $7,500.00 credit for the Holder’s transactional expenses. The maturity
date of this Note shall be the date that is nine (9) months from the Issue Date (the “Maturity Date”), and is
the date upon which the Principal Amount, as well as any accrued and unpaid interest and other fees, shall be due and payable.
This Note may not be repaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest
on this Note which is not paid by the Maturity Date shall bear interest at the rate of the lesser of (i) eighteen percent
(18%) per annum or (ii) the maximum amount allowed by law, from the due date thereof until the same is paid (“Default
Interest”). Interest shall commence accruing on the Issue Date and shall be computed on the basis of a 365-day year and
the actual number of days elapsed. All payments due hereunder (to the extent not converted into the Borrower’s common stock,
par value $0.0001 per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful
money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower
by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of
this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business
day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the
due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in
this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks
in the city of New York, New York are authorized or required by law or executive order to remain closed.


 






     


     


    

 



This Note is free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof. Capitalized
terms used in this Note shall have the meanings set forth in the Purchase Agreement unless otherwise defined in this Note.


 


The following additional
terms shall also apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1 Conversion
Right. The Holder shall have the right at any time on or after the Issue Date, to convert all or any part of the outstanding
and unpaid Principal Amount and accrued and unpaid interest of this Note, and any other amounts owed under this Note, into fully
paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or
other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price
determined as provided herein (a “Conversion”); provided, however, that in no event shall the
Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum
of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock
which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted
portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained
herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which
the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more
than 4.99% of the outstanding shares of Common Stock (the “Maximum Share Amount”). The Holder, upon not less
than 61 days’ prior written notice to the Borrower, may increase the Maximum Share Amount, provided that the Maximum Share
Amount shall never exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon Conversion of this Note held by the Holder and the provisions of this Section 1.1 shall continue
to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Borrower. The Maximum
Share Amount provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 1.1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Maximum Share Amount provisions contained herein 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 Note. For
purposes of this Section 1.1, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The number of shares
of Common Stock to be issued upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined
below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached
hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance
with Section 1.3 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting
in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date
(the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion
of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s
option, accrued and unpaid interest, if any, on such Principal Amount at the interest rates provided in this Note to the Conversion
Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding
clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.2, 1.3(g),
4.11, 4.12 and/or 4.13 and/or Article III hereof.


 






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1.2 Conversion
Price.


 


(a) Calculation
of Conversion Price. The “Conversion Price” per share shall be (i) $1.50 during the six month period immediately
following the Issue Date, and (ii) after the six month period immediately following the Issue Date, the lower of (1) $1.50 or (2)
the Variable Conversion Price (as defined herein) (subject to adjustment as further described herein). The “Variable Conversion
Price” shall mean 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%). “Market
Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty-five (25) Trading Day
period ending on the last complete Trading Day prior to the Conversion Date. “Trading Price” or “Trading
Prices” means, for any security as of any date, the lowest VWAP price on the Over-the-Counter Pink Marketplace, OTCQB,
or applicable trading market (the “Trading Market”) as reported by a reliable reporting service designated by
the Holder (i.e. www.Nasdaq.com) or, if the Trading Market is not the principal trading market for such security, on the principal
securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such
security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that
are quoted on the OTC Markets. If the Conversion Price on the date in which the Holder actually receives the Conversion Shares
(as defined in the Purchase Agreement) (each a “Share Delivery Date”) is less than the Conversion Price in the
respective Notice of Conversion, then the Conversion Price in the respective Notice of Conversion shall be retroactively adjusted
downward to equal the Conversion Price on the Share Delivery Date. If the Trading Price cannot be calculated for such security
on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower
and the Holder in order to determine the Conversion Price of this Note. “Trading Day” shall mean any day on
which the Common Stock is tradable for any period on the Trading Market, or on the principal securities exchange or other securities
market on which the Common Stock is then being traded.


 


If at any time the
Conversion Price as determined hereunder for any Conversion would be less than the par value of the Common Stock, then at the sole
discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount
for such conversion may be increased (at the option of the Holder) to include Additional Principal (without a reduction in the
amount owed under this Note), where “Additional Principal” means such additional amount to be added to the Conversion
Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number
of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.


 


If, at any time when
this Note is issued and outstanding, the Borrower issues or sells, or is deemed to have issued or sold (in the sole determination
of the Holder), any shares of Common Stock for a consideration per share less than the Conversion Price in effect on the date of
such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then the Holder shall
have the right, in Holder’s sole discretion on each conversion after such Dilutive Issuance, to utilize the price per share
of the Dilutive Issuance as the Conversion Price for such conversion.


 


(b) Authorized
Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized
and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock
upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved three times (300%)
the number of shares issuable upon full conversion of the face Principal Amount of this Note (based on the Alternative Conversion
Price of this Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased
from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such
shares of Common Stock will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue
any securities or make any change to its capital structure which would change the number of shares of Common Stock into which this
Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that
thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for
conversion of the outstanding Note. The Borrower represents that it has irrevocably instructed its transfer agent to issue certificates
for the Common Stock issuable upon conversion of this Note, and agrees that its issuance of this Note shall constitute full authority
to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates
for shares of Common Stock in accordance with the terms and conditions of this Note.


 






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If, at any time the
Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of this Note.


 


1.3 Method
of Conversion.


 


(a) Mechanics
of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time on or
after the Issue Date, (A) by submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means
of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.3(b),
surrendering this Note at the principal office of the Borrower.


 


(b) Surrender
of Note Upon Conversion. The Holder and the Borrower shall maintain records showing the updated current unpaid and unconverted
Principal Amount of the Note. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid
Principal Amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount
so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such
records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding
the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first
physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the
Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request,
representing in the aggregate the remaining unpaid Principal Amount of this Note. The Holder and any assignee, by acceptance of
this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this
Note, the unpaid and unconverted Principal Amount of this Note represented by this Note may be less than the amount stated on the
face hereof.


 


(c) Payment
of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that
of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities
or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are
to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such
tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 


(d) Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other
reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.3, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates
for the Common Stock issuable upon such conversion within one (1) business day after such receipt (the “Deadline”)
(and, solely in the case of conversion of the entire unpaid Principal Amount hereof, surrender of this Note) in accordance with
the terms hereof.


 






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(e) Obligation
of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such conversion, the outstanding Principal Amount and the amount of accrued
and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations
under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except
the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the
Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates
for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same,
any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce
the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower,
and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection
with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice
of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.


 


(f) Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable
upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained
in Sections 1.1 and 1.2 and in this Section 1.3, the Borrower shall use its best efforts to cause its transfer
agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s
Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(g) Failure
to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this
Note is not delivered by the Deadline the Borrower shall pay to the Holder $3,000 per day in cash, for each day beyond the Deadline
that the Borrower fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or
natural disaster) (“Conversion Default Payments”). Such cash amount shall be paid to Holder in cash by the fifth
day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower
by the first day of the month following the month in which it has accrued), shall be added to the Principal Amount of this Note
on the fifth day of the month following the month in which it has accrued, in which event interest shall accrue thereon in accordance
with the terms of this Note and such additional Principal Amount shall be convertible into Common Stock in accordance with the
terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from
a failure of, attempt to frustrate or interference with such conversion right are difficult if not impossible to qualify. Accordingly
the parties acknowledge that the liquidated damages provision contained in this Section 1.3(g) are justified.


 






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1.4 Concerning
the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such
shares are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion
shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares
to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold
or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) or (iv) such
shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer
the shares only in accordance with this Section 1.4 and who is an “accredited investor” (as defined in Rule 501(a)
of the Securities Act). Except as otherwise provided (and subject to the removal provisions set forth below), until such time as
the shares of Common Stock issuable upon conversion of this Note have been registered under the Securities Act or otherwise may
be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately
sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective
registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal
of the legend, shall bear a legend substantially in the following form, as appropriate:



 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF COUNSEL IN A CUSTOMARY
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.”


 


The legend set forth
above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i)
the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions
of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Securities Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected or (ii) in the
case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective
registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as
to the number of securities as of a particular date that can then be immediately sold. In the event that the Borrower does not
accept the opinion of counsel provided by the Holder with respect to the transfer of Securities (as defined in the Purchase Agreement)
pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of
Default pursuant to Section 3.2 of this Note.


 


1.5 Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares,
if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount
or non-waived Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as
a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for
such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because
of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received
certificates or transmission of such shares pursuant to Section 1.3(f) for all shares of Common Stock prior to the tenth
(10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason,
then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder
shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall,
as soon as practicable, return such unconverted Note to the Holder or, if this Note has not been surrendered, adjust its records
to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies
(including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3(g) to the extent
required thereby for such conversion default and any subsequent conversion default and (ii) the right to have the Conversion Price
with respect to subsequent conversions determined in accordance with Section 1.2) for the Borrower’s failure to convert
this Note.


 



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ARTICLE
II. CERTAIN COVENANTS


 


2.1 Distributions
on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s
written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property
or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional
shares of Common Stock or (b) directly or indirectly or through any Subsidiary make any other payment or distribution in respect
of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of
the Borrower’s disinterested directors.


 


2.2 Restriction
on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the
Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities
or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants,
rights or options to purchase or acquire any such shares.


 


ARTICLE
III. EVENTS OF DEFAULT


 


The occurrence of any
of the following shall each constitute an “Event of Default”, with no right to notice or the right to cure except as
specifically stated:


 


3.1 Failure
to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether
at the Maturity Date, upon acceleration, or otherwise.


 


3.2 Reserve/Issuance
Failures. The Borrower fails to reserve a sufficient amount of shares of Common Stock as required under the terms of this Note
(including without limitation, Sections 1.2 and 1.3 of this Note) or any agreement with the Holder, fails to issue shares of Common
Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the
Holder of the conversion rights of the Holder in accordance with the terms of this Note or any securities of the Borrower held
by the Holder, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) shares
of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note or any securities of the Borrower held
by the Holder as and when required by this Note or such securities, the Borrower directs its transfer agent not to transfer or
delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) shares
of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note or any securities of the Borrower
held by the Holder as and when required by this Note or such securities, or fails to remove (or directs its transfer agent not
to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop
transfer instructions in respect thereof) on any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
to any securities of the Borrower held by the Holder as and when required by such securities (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue
uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two
(2) business days after the Holder shall have delivered an applicable notice of conversion or exercise. It is an obligation of
the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion
of this Note or any securities held by the Holder is delayed, hindered or frustrated due to a balance owed by the Borrower to its
transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to
process a conversion or exercise (excluding for the avoidance of doubt, the conversion price which is the Holder’s obligation
to pay), such advanced funds shall be paid by the Borrower to the Holder within five (5) business days, either in cash or as an
addition to the balance of this Note, and such choice of payment method is at the discretion of the Borrower.


 






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3.3 Breach
of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note or any other document entered
into between the Borrower and the Holder and such breach continues for a period of three (3) days after written notice thereof
to the Borrower from the Holder or after five (5) days after the Borrower should have been aware of the breach.


 


3.4 Breach
of Representations and Warranties. Any representation or warranty of the Borrower made in this Note or in any agreement, statement
or certificate given in writing pursuant hereto or in connection herewith, or in connection with the Purchase Agreement or any
Transaction Document, shall be false or misleading in any material respect when made and the breach of which has (or with the passage
of time will have) a material adverse effect on the rights of the Holder with respect to this Note.


 


3.5 Receiver
or Trustee. The Borrower or any Subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply
for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such
a receiver or trustee shall otherwise be appointed.


 


3.6 Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any Subsidiary of the Borrower or
any of their respective property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a
period of ten (10) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7 Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any Subsidiary of the
Borrower and, in the case of involuntary proceedings, have not been dismissed within 61 days.


 


3.8 Delisting
of Common Stock on the Trading Market. The Borrower shall fail to maintain the listing or quotation of the Common Stock on
the Trading Market.


 


3.9 Failure
to Comply with the Exchange Act. The Borrower shall fail to comply in any material respect with the reporting requirements
of the Exchange Act (including but not limited to becoming delinquent in its filings), and/or the Borrower shall cease to be subject
to the reporting requirements of the Exchange Act.


 


3.10 Liquidation.
The Borrower commences any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.11 Cessation
of Operations. The Borrower ceases operations or Borrower admits it is otherwise generally unable to pay its debts as such
debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”
shall not be an admission that the Borrower cannot pay its debts as they become due.


 






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3.12 Financial
Statement Restatement. The Borrower replaces its auditor, or restates any financial statements filed by the Borrower with the
SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if
the result of such restatement would, by comparison to the un-restated financial statements, have constituted a material adverse
effect on the Borrower or the rights of the Holder with respect to this Note.


 


3.13 Reverse
Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.


 


3.14 Replacement
of Transfer Agent. In the event that the Borrower replaces its transfer agent, and the Borrower fails to provide prior to the
effective date of such replacement, a fully executed irrevocable transfer agent instructions signed by the successor transfer agent
to Borrower and the Borrower that reserves 300% of the total amount of shares previously held in reserve by the Borrower’s
immediately preceding transfer agent for the Holder.


 


3.15 Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default
by the Borrower of any covenant or other term or condition contained in any other agreement or financial instrument, including
but not limited to any of the Transaction Documents, as well as all convertible promissory notes currently issued, or hereafter
issued, by the Borrower, to the Holder or any 3rd party (the “Other Agreements”), shall, at the option
of the Holder, be considered a default under this Note, in which event the Holder shall be entitled to apply all rights and remedies
of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.


 


3.16 Inside
Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any
actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public
information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s
filing of a Form 8-K pursuant to Regulation FD on that same date.


 


3.17 No
bid. The lowest Trading Price on the Trading Market for the Common Stock is equal to or less than $0.01. “Trading
Price” means, for any security as of any date, the lowest VWAP price on the Trading Market as reported by a reliable
reporting service designated by the Holder (i.e., www.Nasdaq.com) or, if Nasdaq is not the principal trading market for such security,
on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading
price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such
security that are quoted on the OTC Markets.


 


3.18 Prohibition
on Debt and Variable Securities. The Borrower, without written consent of the Holder, issues any Variable Security (as defined
herein), unless (i) the Borrower is permitted to pay off this Note in cash at the time of the issuance of the respective Variable
Security and (ii) the Borrower pays off this Note, pursuant to the terms of this Note, in cash at the time of the issuance
of the respective Variable Security. A “Variable Security” shall mean any security issued by the Borrower, not
subject to a floor price that is within fifty percent (50%) of the then current market price of the Common Stock, that (i) has
or may have conversion rights of any kind, contingent, conditional or otherwise in which the number of shares that may be issued
pursuant to such conversion right varies with the market price of the Common Stock; (ii) is or may become convertible into
Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion or exercise
price that varies with the market price of the common stock, even if such security only becomes convertible or exercisable following
an event of default, the passage of time, or another trigger event or condition; or (iii) was issued or may be issued in the
future in exchange for or in connection with any contract, security, or instrument, whether convertible or not, where the number
of shares of Common Stock issued or to be issued is based upon or related in any way to the market price of the Common Stock, including,
but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement,
or any other similar settlement or exchange. Notwithstanding the foregoing, the Borrower shall not be deemed to be in default under
this subsection to the extent that it issues securities in compliance with obligations under written transaction documents that
existed, unaltered, prior to the Issue Date.


 






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UPON THE OCCURRENCE
OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, UPON WRITTEN DEMAND BY THE HOLDER THIS NOTE SHALL BECOME IMMEDIATELY DUE
AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y)
THE DEFAULT AMOUNT (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence of any Event of Default specified in Sections 3.1,
3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13,
3.14, 3.15, 3.16, 3.17, and/or this 3.18, solely upon written demand by the Holder, this Note
shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,
an amount equal to 135% (plus an additional 5% per each additional Event of Default that occurs hereunder) multiplied by
the then outstanding entire balance of this Note (including principal and accrued and unpaid interest) plus Default Interest
from the date of the Event of Default, if any, plus any amounts owed to the Holder pursuant to this Section 3.18
(collectively, in the aggregate of all of the above, the “Default Amount”), and all other amounts payable hereunder
shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived,
together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled
to exercise all other rights and remedies available at law or in equity.


 


If an Event of Default
then exists, the Holder shall have the right at any time, to require the Borrower, to immediately issue, in lieu of the Default
Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the lesser of (1) the
Conversion Price or (2) the Alternative Conversion Price then in effect, subject to issuance in tranches due to the beneficial
ownership limitations contained in this Note. The “Alternative Conversion Price” per share shall be forty percent
(40%) of the lowest VWAP on the Trading Market in the thirty (30) Trading Day period prior to the Conversion Date.


 


ARTICLE
IV. MISCELLANEOUS


 


4.1 Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 






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4.2 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery or electronic transmission by e-mail addressed as set forth below or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery, or upon electronic transmission by e-mail delivery, at the address or number designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall
be:


 


If to the Borrower,
to:


 


QUANTUM COMPUTING INC.

215 Depot Court SE, Suite 215





Leesburg, VA 20175





Attention: Robert Liscouski, CEO





E-mail: 


 


If to the Holder:


 


OASIS CAPITAL, LLC 

208 Ponce de Leon Ave, Suite 1600





San Juan, PR 00918


E-mail: 





Attention: Adam Long, Managing
Partner





Phone: 


 





4.3 Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term
“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or supplemented.


 


4.4 Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Borrower
hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Borrower without the prior signed
written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer
shall be null and void if the Borrower does not obtain the prior signed written consent of the Holder). This Note or any of the
severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to
a third party, in whole or in part, without the need to obtain the Borrower’s consent thereto. Each transferee of this Note
must be an “accredited investor” (as defined in Rule 501(a) of the Securities Act). Notwithstanding anything in
this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending
arrangement.


 


4.5 Cost
of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 


4.6 Governing
Law. This Note shall be governed by and interpreted in accordance with the laws of the State of New York without regard to
the principles of conflicts of law (whether of the State of New York or any other jurisdiction).


 


4.7 Arbitration.
Any disputes, claims, or controversies arising out of or relating to this Note, or the transactions, contemplated thereby, or the
breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability
of this Note to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before
the Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant to the expedited procedures
set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and
16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators
each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party
to this Note may, without waiving any remedy under this Note, seek from any federal or state court sitting in the State of New
York any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment
of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Borrower,
including but not limited to the Holder’s attorneys’ fees, and each arbitrator’s fees. The arbitrators’
decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and
award will be made and delivered as soon as reasonably possible and in any case within sixty (60) days’ following the conclusion
of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.


 






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4.8 JURY
TRIAL WAIVER. THE BORROWER AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY
EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS NOTE.


 


4.9 Certain
Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount
(or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest,
the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty.


 


4.10 Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for
a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing
any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic
loss and without any bond or other security being required.


 


4.11 Section 3(a)(10)
Transactions. If at any time while this Note is outstanding, the Borrower enters into a transaction structured in accordance
with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10)
Transaction”), then a liquidated damages charge of 100% of the outstanding principal balance of this Note at that time,
will be assessed and will become immediately due and payable to the Holder, either in the form of cash payment, an addition to
the balance of this Note, or a combination of both forms of payment, as determined by the Holder. The damages resulting from such
a 3(a)(10) Transaction and the potential sale of shares of the Borrower’s capital stock resulting therefrom into the capital
markets are difficult if not impossible to quantify. Accordingly, the parties acknowledge that the liquidated damages provision
contained in this Section 4.11 are justified. The liquidated damages charge in this Section 4.11 shall be in addition
to, and not in substitution of, any of the other rights of the Holder under this Note.


 


4.12 Restriction
on Section 3(a)(9) Transactions. So long as this Note is outstanding, the Borrower shall not enter into any 3(a)(9) Transaction
with any party other than the Holder, without prior written consent of the Holder. In the event that the Borrower does enter into,
or makes any issuance of Common Stock related to a 3(a)(9) Transaction while this Note is outstanding, a liquidated damages charge
of 25% of the outstanding principal balance of this Note, but not less than $15,000, will be assessed and will become immediately
due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note. “3(a)(9)
Transaction” means a transaction structured in accordance with, based upon, or related or pursuant to, in whole or in
part, Section 3(a)(9) of the Securities Act. The damages resulting from such a 3(a)(9) Transaction and the potential sale
of shares of the Borrower’s capital stock resulting therefrom into the capital markets are difficult if not impossible to
quantify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.12 are
justified. The liquidated damages charge in this Section 4.12 shall be in addition to, and not in substitution of,
any of the other rights of the Holder under this Note.


 






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4.13 Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would
prohibit or forgive the Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and
the Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has been enacted.


 


4.14 Repayment.
Notwithstanding anything to the contrary contained in this Note, the Borrower may repay the total amount outstanding under this
Note, with one payment, during the 30 calendar day period after the Issue Date, by making a payment to the Holder of an amount
in cash equal to 105% multiplied by the full payment amount.  Notwithstanding anything to the contrary contained in this Note,
the Borrower may repay the total amount outstanding under this Note, with one payment, during the 31st through 60th calendar day
period after the Issue Date, by making a payment to the Holder of an amount in cash equal to 110% multiplied by the full payment
amount.  Notwithstanding anything to the contrary contained in this Note, the Borrower may repay the total amount outstanding
under this Note, with one payment, during the 61st through 90th calendar day period after the Issue Date, by making a payment to
the Holder of an amount in cash equal to 120% multiplied by the full payment amount.  Notwithstanding anything to the contrary
contained in this Note, the Borrower may repay the total amount outstanding under this Note, with one payment, during the 91st
through 120th calendar day period after the Issue Date, by making a payment to the Holder of an amount in cash equal to 125% multiplied
by the full payment amount. Notwithstanding anything to the contrary contained in this Note, the Borrower may repay the total amount
outstanding under this Note, in one payment, following the 121st calendar day period after the Issue Date, including on and after
the Maturity Date, by making a payment to the Holder of an amount in cash equal to 135% multiplied by the full payment amount;
provided, however, that the Borrower may not repay any amount outstanding under this Note on or after the nine (9)
month anniversary of the Issue Date without the express written consent of the Holder. Subject to the immediately foregoing sentence,
in order to repay this Note, the Borrower shall provide notice to the Holder seven (7) business days prior to such respective repayment
date, and the Holder must receive such repayment within nine (9) business days of the Holder’s receipt of the respective
repayment notice, but not sooner than seven (7) business days from the date of notice.


 


4.15 Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries of
any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Holder in this Note, then the Borrower shall notify the Holder of such additional or more
favorable term and such term, at Holder’s option, shall become a part of the transaction documents with the Holder. The types
of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to,
terms addressing prepayment rate, interest rates, original issue discounts, and warrant coverage.


 


4.16 Reverse
Split Penalty. If at any time while this Note is outstanding, the Borrower effectuates a reverse split with respect to the
Common Stock, then a liquidated damages charge of 30% of the outstanding principal balance of this Note at that time, will be assessed
and will become immediately due and payable to the Holder, either in the form of cash payment, an addition to the balance of the
Note, or a combination of both forms of payment, as determined by the Holder. The liquidated damages charge in this Section
4.16 shall be in addition to, and not in substitution of, any of the other rights of the Holder under this Note.


 


** signature page to follow
**


 



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IN WITNESS WHEREOF,
the Borrower has caused this Note to be signed in its name by its duly authorized officer on the Issue Date.


 


	QUANTUM COMPUTING INC.
	 	 	 
	By:		 
	Name: 	Robert Liscouski	
	Title: 	CEO	
	 	 	 
	Accepted by:
	 	 	 
	OASIS
    CAPITAL, LLC
	 	 	 
	By:		 
	Name:	Adam Long	
	Title:	Managing Partner	


 


 


 


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