Exhibit 10.3


 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


QUANTUM
COMPUTING INC.


 


Warrant
Shares: 187,685


Date
of Issuance: _____, 2020 (the “Issuance Date”)


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding
of that certain convertible promissory note dated _____, 2020, in the original principal amount of $563,055.00 issued by the
Company (as defined below) to the Lender (as defined below)) (the “Note”), Oasis Capital, LLC, a Puerto Rico
limited liability company (the “Lender” and including any permitted and registered assigns, the “Holder”),
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during
the Exercise Period, to purchase from Quantum Computing Inc., a Delaware corporation (the “Company”), up to
187,685 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then
in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the
terms hereof. This Warrant is issued by the Company as of the date hereof pursuant to the securities purchase agreement dated
_____, 2020, between the Company and the Lender (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 14 below. For purposes of this Warrant, the term “Exercise Price” shall mean
$1.50 per share, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise
Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year
anniversary of such date. 


 


1. EXERCISE
OF WARRANT.


 


(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole
or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not
be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or
before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall
have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., New York, New York
time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the
“Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”)
in cash or by wire transfer of immediately available funds (or by cashless exercise if permitted under the terms of this Warrant,
in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue
and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any
exercise and the number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any exercise
and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number
of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised.


 






     


     


    

 


If
the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective
Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and
such failure shall be deemed an “Event of Default” under the Note. 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 Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the
Holder $3,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock
(unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder
in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise
is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise
right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained
in this Section 1(a) are justified.


 


If,
at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s
immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to
a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or
of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company
shall issue to Holder a number of Common Stock computed using the following formula:


 


X
= Y (A-B)


A


 


	Where  	X
    =	the
    number of Shares to be issued to Holder.
	 	 	 
	 	Y
    =	the
    number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 
	 	A
    =	the
    Market Price (at the date of such calculation).
	 	 	 
	 	B
    =	Exercise
    Price (as adjusted to the date of such calculation).


 


(b) No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay to the
Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair
market value of a Warrant Share by such fraction.


 






    2


     


    

 


(c) Holder’s
Exercise Limitations. The Company shall not affect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set
forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates (as such term is defined under
the Exchange Act), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates),
would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this
Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the
submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination.


 


For
purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely
on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written
notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of
a Holder, the Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


2. ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in
each such case:


 


(i) any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing
Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such
record date; and


 


(ii) the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common
stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of
Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable
into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution
had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the
product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the
terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of
this clause (ii).


 






    3


     


    

 


(b) Stock
Splits. If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding shares of Common Stock into
a larger number of shares, or (ii) combines (including by way of reverse stock split) outstanding shares of Common Stock into
a smaller number of shares, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares
issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 2(b) shall become effective immediately after the
effective date in the case of a subdivision or combination.


 


(c) Anti-Dilution;
Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is
outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue
(or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any
person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under
the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price”
and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock
Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with
such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price,
such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the
Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall
be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no
later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b),
indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing
terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company
provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, the Holder
is entitled to receive such adjustment. Without duplication of any adjustment otherwise provided for in Section 2 of this
Warrant, the number of Common Stock issuable upon conversion of the Warrant shall, after the Issuance Date, be subject to general
anti-dilution adjustment such that upon any issuances of Common Stock by the Company (not in connection with this Warrant), the
number of Warrant Shares issuable under this Warrant shall be adjusted on such date by adding thereto the number of shares of
Common Stock which would maintain the Holder’s ownership percentage (if this Warrant was exercised) of the outstanding Common
Stock of the Company on a fully diluted basis as that percentage on the Issuance Date.  


 


3. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or
into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii)
any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is
completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other
securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects
any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of
Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and
any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for
the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s
right to exercise such warrant into Alternate Consideration.


 






    4


     


    

 


4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common
Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved,
free from preemptive rights, three times the number of shares of Common Stock issuable under the Warrant, or as otherwise required
under the Purchase Agreement, to provide for the exercise of the rights represented by this Warrant (without regard to any limitations
on exercise).


  


5. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.


 


6. REISSUANCE.


 (a) Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to
indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 


7. TRANSFER.


 


(a) Notice
of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any
Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon
receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer
may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as
practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by
the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for
such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory
to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state
securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached
hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required
solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 






    5


     


    

 


(b) If
the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder
will limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c) Any
transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant
under the Purchase Agreement (registration rights, expenses, and indemnity).


 


8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice
(i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata
to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.


 


9. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.


  


10. Governing
Law. This Warrant 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).


 


11. Arbitration.
Any disputes, claims, or controversies arising out of or relating to this Warrant, or the transactions, contemplated thereby,
or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability
of this Warrant 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 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 Warrant may, without waiving any remedy under this Warrant, 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 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 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.


 


12. JURY
TRIAL WAIVER. THE COMPANY 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 WARRANT.


 


13. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 






    6


     


    

 


14. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


  


(a) “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Trading
Market, as reported by the Trading Market, or, if the Trading Market begins to operate on an extended hours basis and does not
designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by
the Trading Market, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter
market for such security as reported by the Trading Market, or (iii) if no last trade price is reported for such security by the
Trading Market, the average of the bid and ask prices of any market makers for such security as reported by the Trading Market.
If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder.
All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during the applicable calculation period.


 


(b) “Common
Stock” means the Company’s common stock, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


(c) “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time
Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(d)
“Market Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior
to the date of the respective Exercise Notice.


 


(e) “OTC
Markets” means OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board.


 


(f) “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Trading Market, (ii) if the Common
Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter
markets, or (iii) if trading does not occur on the over-the-counter markets, any business day.


 


(g) “Trading
Market” means the OTC Markets or any equivalent principal securities exchange or other securities market on which the
Common Stock is being traded or quoted.


  


**
signature page follows **


 






    7


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	QUANTUM
    COMPUTING INC.
	 	 
	 	By:	                  
	 	Name: Robert Liscouski
	 	Title: CEO
	 	 	 
	 	Agreed
    & Accepted:
	 	 
	 	Oasis
    Capital, LLC
	 	 	 
	 	By:	 
	 	Name: Adam Long
	 	Title: Managing Partner


 






    8


     


    

 





EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)


 


The
Undersigned holder hereby exercises the
right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Quantum Computing Inc., a
Delaware corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


	1.	Form
    of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as (check one):


 


	 	☐	a
    cash exercise with respect to _________________ Warrant Shares; or
	 	☐	by
    cashless exercise pursuant to the Warrant.


 


	2.	Payment
    of Exercise Price.  If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise
    Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.


 


	3.	Delivery
    of Warrant Shares.  The Company shall deliver to the holder __________________ Warrant Shares in accordance
    with the terms of the Warrant.


  


Date:                                                   


  


	 (Print Name of Registered Holder)	 
	 	 	 
	By:
    	 	 
	Name:	 	 
	Title:	 	 


 






    9


     


    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


For
Value Received, the undersigned hereby sells,
assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of Quantum Computing
Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer
said right on the books of Quantum Computing Inc. with full power of substitution and re-substitution in the premises. By accepting
such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


  


Date:                                                   


 


	 	 
	(Signature)
    *	 
	 	 
	 	 
	(Name)	 
	 	 
	 	 
	(Address)	 
	 	 
		 
	(Social
    Security or Tax Identification No.)	 


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase
Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.


 


 


 


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