Exhibit 10.5


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2020 (the “Execution Date”),
is entered into by and between QUANTUM COMPUTING INC., a Delaware corporation (the “Company”), and OASIS
CAPITAL, LLC, a Puerto Rico limited liability company (together with its permitted assigns, the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity
Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise
modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Ten Million
Dollars ($10,000,000.00) of Put Shares, and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


		1.	DEFINITIONS.



 


As
used in this Agreement, the following terms shall have the following meanings:


 


a.       “Investor”
means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with
Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to
whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become
bound by the provisions of this Agreement.


 


b.       “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.       “Register,”
“Registered,” and “Registration” refer to a registration effected by preparing and filing
one or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the
Securities Act or any successor rule providing for the offering of securities on a continuous basis (“Rule 415”),
and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange
Commission (the “SEC”).


 






    


     


    







 


d.       “Registrable
Securities” means all of the (i) Commitment Shares, (ii) Put Shares which have been, or which may, from time to time
be issued, including without limitation all of the shares of Common Stock which have been issued or will be issued to the Investor
under the Purchase Agreement (without regard to any limitation or restriction on purchases), (iii) any and all shares of capital
stock issued or issuable with respect to each of the Transaction Documents, and (iv) any and all shares of capital stock issued
or issuable with respect to the Put Shares, Commitment Shares and the Purchase Agreement as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase
Agreement.


 


e.       “Registration
Statement” means one or more registration statements of the Company on Form S-1 covering only the resale of the Registrable
Securities including the Initial Registration Statement and any New Registration Statement or Other Registration Statement (each
as defined herein).


 


		2.	REGISTRATION.



 


a.       Mandatory
Registration. The Company shall, by June 1st, 2020, file with the SEC an initial Registration Statement on Form
S-1 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable
SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including
but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually
determined by both the Company and the Investor in consultation with their respective legal counsel (the “Initial Registration
Statement”). The Initial Registration Statement shall register only Registrable Securities. The Company shall use its
best efforts to have the Initial Registration Statement and any amendment thereto declared effective by the SEC at the earliest
possible date (in any event, within sixty (60) calendar days after the Execution Date).


 


b.       Rule
424 Prospectus. In addition to the Initial Registration Statement, the Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, such prospectuses
and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under each Registration
Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectuses prior
to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable
best efforts to comment upon any prospectus within two (2) business days from the date the Investor receives the final pre-filing
version of such prospectus.


 


c.       Sufficient
Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the Initial Registration Statement or file a new Registration
Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the
limitations set forth in Section 2(e)) as soon as practicable, but in any event not later than ten (10) business days after
the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities
Act. The Company shall use its reasonable best efforts to cause such amendment and/or New Registration Statement to become effective
as soon as practicable following the filing thereof. In the event that any of the Registrable Securities are not included in the
Initial Registration Statement, or have not been included in any New Registration Statement, and the Company files any other registration
statement under the Securities Act (other than on Form S-4, Form S-8, or with respect to other employee related plans or rights
offerings) (an “Other Registration Statement”), then the Company shall include in such Other Registration Statement
first all of such Registrable Securities that have not been previously Registered, and second any other securities the Company
wishes to include in such Other Registration Statement. The Company agrees that it shall not file any such Other Registration
Statement unless all of the Registrable Securities have been included in such Other Registration Statement or otherwise have been
Registered for resale as described above.


 






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d.       Effectiveness.
The Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration Statement and any
amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company
shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the
Company for inclusion therein. The Company shall use reasonable best efforts to keep all Registration Statements effective, including
but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all
of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell
all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities Act without any restrictions
(including any restrictions under Rule 144(c) or Rule 144(i)) and (ii) the date on which the Investor shall have sold all the
Registrable Securities covered thereby and no Put Shares remain issuable under the Purchase Agreement (the “Registration
Period”). In the event that any Registration Statement filed hereunder is no longer effective and Rule 144 is available
for sales of the Registrable Securities, the Company shall provide an opinion upon request of the Investor that the Investor may
sell any such Registrable Securities held by the Investor pursuant to Rule 144 with all costs related to such opinion to be borne
by the Company. Each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein)
shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary
to make the statements therein, in light of the circumstances in which they were made, not misleading.


 


e.       Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement
to become or remain effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not
fixed prices) by comment letter or otherwise, or if after the filing of the Initial Registration Statement with the SEC pursuant
to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities
included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included
in such Initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and
its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC
shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section
2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective
and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase
Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the
Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed
in this Section 2(e).


 






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		3.	RELATED
                                         OBLIGATIONS.



 


With
respect to a Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2,
including on any Other Registration Statement, the Company shall use its reasonable best efforts to effect the registration of
the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall
have the following obligations:


 


a.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments on Form S-1) and supplements
to any Registration Statement and any Other Registration Statement and the prospectus used in connection with such Registration
Statement and Other Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during
such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of
the Company covered by the Registration Statement or applicable Other Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such registration statement.


 


b.       The
Company shall permit the Investor to review and comment upon each Registration Statement or any Other Registration Statement and
all amendments and supplements thereto at least two (2) business days prior to their filing with the SEC, and not file any document
in a form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration
Statement or any Other Registration Statement and any amendments or supplements thereto within two (2) business days from the
date the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge, and within one
(1) Business Day, any comments and/or any other correspondence from the SEC or the Staff to the Company or its representatives
relating to the Registration Statement or any Other Registration Statement. The Company shall respond to the SEC or the Staff,
as applicable, regarding the resolution of any such comments and/or correspondence as promptly as practicable and in any event
within two weeks upon receipt thereof.


 


c.       Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the
SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a
copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number
of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final
prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR
system shall be deemed “furnished to the Investor” hereunder.


 






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d.       The
Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of Puerto Rico and such other jurisdictions in the United States as
the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments)
and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the
Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


e.       As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare
a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such
supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall
also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has
been filed, and when a Registration Statement or any post-effective amendment thereto has become effective (notification of such
effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate.


 


f.       The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose. In addition, if the Company shall receive any comment letter from the SEC relating
to any Registration Statement under which Registrable Securities are Registered, the Company shall notify the Investor of the
issuance of such order and use its best efforts to address such comments in a manner satisfactory to the SEC.


 






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g.       The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h.       The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares representing the Registrable
Securities to be offered pursuant to any Registration Statement. “DWAC Shares”
means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction
on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with
The Depository Trust Company (“DTC”) under the DTC/FAST Program, or any similar program hereafter adopted by
DTC performing substantially the same function.


 


i.       The
Company shall at all times maintain the services of its Transfer Agent and registrar with respect to its Common Stock.


 


j.        If
reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of
such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement.


 


k.       The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


l.        Within
one (1) Business Day after any Registration Statement which includes Registrable Securities is ordered effective by the SEC, or
any prospectus supplement or post-effective amendment including Registrable Securities is filed with the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with
copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form attached
hereto as Exhibit A. Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver
to the Investor a written confirmation whether or not (i) the effectiveness of such Registration Statement has lapsed at any time
for any reason (including, without limitation, the issuance of a stop order) (ii) any comment letter has been issued by the SEC
and (iii) whether or not the Registration Statement is current and available to the Investor for sale of all of the Registrable
Securities.


 


m.      The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any Registration Statement.


 






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		4.	OBLIGATIONS
                                         OF THE INVESTOR.



 


a.       The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection
with any Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required
to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling
Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the Company by
the Investor.


 


b.       The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any Registration Statement hereunder.


 


c.       The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal of a
stop order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly
issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from
the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e)
and for which the Investor has not yet settled.


 


		5.	EXPENSES
                                         OF REGISTRATION.



 


All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 






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		6.	INDEMNIFICATION.



  


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls or is under common control with the Investor, the members, the directors, officers, partners, employees,
agents, representatives of the Investor and each Person, if any, who is an “affiliate” of the Investor within the
meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each,
an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether
pending or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a
Registration Statement, any Other Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which
Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities
pursuant to a Registration Statement or any Other Registration Statement or (iv) any material violation by the Company of this
Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company
shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not
apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity
with information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection
with the preparation of a Registration Statement, any Other Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii)
with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised
prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section
3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus
prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not
be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Investor pursuant to Section 9.


 






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b.       Promptly
after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim in respect thereof is to be
made against the Company under this Section 6, deliver to the Company a written notice of the commencement thereof, and
the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and to the Indemnified Person; provided, however, that an Indemnified
Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company, if, in the reasonable
opinion of counsel retained by the Company, the representation by such counsel of the Indemnified Person and the Company would
be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented
by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the Company in connection with any negotiation
or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to
the Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Person fully apprised
at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable
for any settlement of any action, Claim or proceeding effectuated without its written consent, provided, however, that the Company
shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the consent of the Indemnified
Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to
such Claim or litigation. Following indemnification as provided for hereunder, the Company shall be subrogated to all rights of
the Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action
shall not relieve the Company of any liability to the Indemnified Person under this Section 6, except to the extent that
the Company is prejudiced in its ability to defend such action.


 


c.       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person
against the Company or others, and (ii) any liabilities the Company may be subject to pursuant to the law.


 


		7.	CONTRIBUTION.



 


To
the extent any indemnification by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty
of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited to $100,000.00.


 






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		8.	REPORTS
                                         AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without
registration (“Rule 144”), the Company agrees, at the Company’s sole expense, to:


 


a.       make
and keep “current public information” available, as such term is understood and defined in Rule 144;


 


b.       file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act;


 


c.       furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule
144 without registration; and


 


d.       take
such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule
144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to
the Company’s Transfer Agent as may be requested from time to time by the Investor at the Company’s expense and otherwise
fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and
that Investor shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary
or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such
terms or provisions.


 


		9.	ASSIGNMENT
                                         OF REGISTRATION RIGHTS.



 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer,
or any Investor as assignee pursuant to this Section 9. The Buyer, or any Investor, may not assign its rights under this
Agreement without the written consent of the Company other than to an affiliate of such Investor.


 






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		10.	AMENDMENT
                                         OF REGISTRATION RIGHTS.



  


No
provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived
other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall
not operate as a waiver thereof.


 


		11.	MISCELLANEOUS.



 


a.       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


 


b.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses for such communications shall be:


 


If
to the Company:


 


Quantum
Computing Inc. 


215
Depot Court SE Suite 215 


Leesburg,
VA 20175 


Email:



Attention:
Robert Liscouski, Chief Executive Officer


 


If
to the Investor:


 


Oasis
Capital, LLC 


208
Ponce de Leon Ave, Suite 1600 


San
Juan, PR 00918 


E-mail: 


Attention:
Adam Long, Managing Partner 


Phone: 


 


or
at such other address and/or email address and/or to the attention of such other person as the recipient party has specified by
written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s email account containing the time, date, recipient email address, as applicable, and an image
of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 






    11


     


    







 


c.       All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York.


 


d.     
Any disputes, claims, or controversies hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein 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 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 Agreement may, without waiving any
remedy under this Agreement, seek from any federal or state court sitting in the State of Kansas any 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 Company, 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
possibly 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.


 


e.       If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


f.       EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


g.       This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


h.       Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.


 


i.       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 






    12


     


    







 


j.       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party
so delivering this Agreement.


 


k.       Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


l.       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party.


 


m.       This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not
for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


*
* * * * *


 






    13


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Execution Date.


 





	 	THE COMPANY:
	 	 
	 	QUANTUM COMPUTING INC.
	 	 
	 	By: 	        
	 	Name: 	Robert Liscouski
	 	Title: 	Chief Executive Officer
	 	 	 
	 	BUYER:
	 	 
	 	OASIS CAPITAL, LLC
	 	 	 
	 	By: 	             
	 	Name: 	Adam Long
	 	Title: 	Managing Partner










 






    


     


    







 


EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


April
27nd, 2020


 


Worldwide
Stock Transfer, LLC 


1
University Plaza Suite 505 


Hackensack,
NJ 07601 


 


	Re:	EFFECTIVENESS OF REGISTRATION STATEMENT




 


Ladies
and Gentlemen:


 


We
are counsel to QUANTUM COMPUTING INC., a Delaware corporation (the “Company”), and have represented
the Company in connection with that certain Equity Purchase Agreement, dated as of April 27th, 2020 (the “Purchase
Agreement”), entered into by and between the Company and Oasis Capital, LLC (the “Buyer”) pursuant
to which the Company has agreed to issue to the Buyer shares of the Company’s Common Stock, $0.0001 par value (the “Common
Stock”), in an amount up to Ten Million Dollars ($10,000,000.00) (the “Put Shares”), in accordance
with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company
has registered with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


		(1)	Put
                                         Shares to be issued to the Buyer upon purchase from the Company by the Buyer from time
                                         to time in accordance with the Purchase Agreement; and



 


		(2)	133,334
Commitment Shares which were issued to the Buyer pursuant to the Purchase Agreement.



 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Put Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [__________]
[___], 2020, the Company filed a Registration Statement (File No. 333-[]) (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the resale of the Put Shares and the Commitment
Shares.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the Securities Act at [] [A.M./P.M.] on [],
2020 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put
Shares are available for resale under the Securities Act pursuant to the Registration Statement and may be issued without any
restrictive legend.


 





	 	Very
    truly yours,
	 	 	 
	 	[Company
    Counsel]
	 	 	 
	 	By:	           




 


	cc:	Oasis Capital, LLC