Exhibit 10.2

ESCROW AND EXCHANGE AGENT AGREEMENT

THIS ESCROW AND EXCHANGE AGENT AGREEMENT (this “Agreement”) is made as of June 16, 2022, by and among Quantum Computing Inc., a Delaware corporation (“Parent”), Yuping Huang, solely in his capacity as Holder’s Agent (“Holder’s Agent”), and Worldwide Stock Transfer, LLC, as exchange agent (the “Exchange Agent”) and as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

Parent, Holder’s Agent, QPhoton, Inc., a Delaware corporation (the “Company”), Project Alpha Merger Sub I, Inc., a Delaware corporation, and Project Alpha Merger Sub II, LLC, a Delaware limited liability company are parties to that certain Agreement and Plan of Merger, dated as of May 19, 2022 (as amended, modified and waived from time to time, the “Merger Agreement”).

Pursuant to Section 3.02(a) of the Merger Agreement, Parent is obligated to deposit or cause to be deposited with the Exchange Agent an aggregate number of shares of Parent Capital Stock (defined in the Merger Agreement to include Parent Common Stock and Parent Series B Preferred Stock) and Parent Common Stock Warrants equal to the Merger Consideration payable to the Effective Time Holders (plus any dividends or distributions with respect thereto pursuant to Section 3.02(c) of the Merger Agreement). To implement this section of the Merger Agreement, Parent is on the date hereof (i) issuing instructions to the Exchange Agent to establish separate reserves for each of the Effective Time Holders of Parent Capital Stock in the amounts set forth on Exhibit A for up to twelve months from the date hereof, and (ii) depositing originals of the Parent Common Stock Warrants with the Exchange Agent for up to twelve months from the date hereof. Once the Exchange Agent has received the Required Consideration Deliverables from the Effective Time Holders, it will promptly (i) issue shares of Parent Capital Stock to the Effective Time Holders in the amounts listed on Exhibit A and (ii) deliver the original Parent Common Stock Warrants to the Effective Time Holders. The above process will satisfy the requirement to deposit the Merger Consideration into a separate account (the “Exchange Fund”) established by the Exchange Agent pursuant to the terms of this Agreement and the Merger Agreement for the benefit of and further distribution to the Effective Time Holders.

Pursuant to Section 3.02(a) of the Merger Agreement, Parent is obligated to deposit or cause to be deposited with the Escrow Agent an aggregate amount of shares of Parent Series B Preferred Stock (plus any dividends or distributions with respect thereto pursuant to Section 3.02(c) of the Merger Agreement) equal to the Escrow Amount payable to Huang for deposit into the Escrow Account (together with the Exchange Fund, the “Securities Fund”) established by the Escrow Agent pursuant to the terms of this Agreement and the Merger Agreement for the benefit of and further distribution to Huang.

This Agreement is the Escrow Agreement referred to in the Merger Agreement.

NOW, THEREFORE, in consideration of the agreements and understandings contemplated in the Merger Agreement and herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows.

1. Appointment of Exchange Agent; Exchange Agent Funds.

(a) Parent and Holder’s Agent hereby appoint the Exchange Agent as exchange agent to perform the duties of the Exchange Agent set forth in this Agreement and the Merger Agreement, and the Exchange Agent hereby accepts such appointment under the terms and conditions set forth in this Agreement and as the Exchange Agent under the Merger Agreement. Under the Merger Agreement, and subject to the terms and conditions thereof, at the Closing on the date hereof, Parent is obligated to deposit or cause to be deposited with the Exchange Agent an aggregate number of shares of Parent Capital Stock and Parent Common Stock Warrants equal to the Merger Consideration payable to the Effective Time Holders (plus any dividends or distributions with respect thereto pursuant to Section 3.02(c) of the Merger Agreement) (together with any other shares deposited with the Exchange Agent in the Exchange Fund pursuant to this Agreement or the Merger Agreement, the “Exchange Agent Funds”). To implement this section of the Merger Agreement, Parent is on the date hereof (i) issuing instructions to the Exchange Agent to establish separate reserves for each of the Effective Time Holders of Parent Capital Stock in the amounts set forth on Exhibit A for up to twelve months from the date hereof, and (ii) depositing originals of the Parent Common Stock Warrants with the Exchange Agent for up to twelve months from the date hereof. Once the Exchange Agent has received the Required Consideration Deliverables from the Effective Time Holders, it will promptly (i) issue shares of Parent Capital Stock to the Effective Time Holders in the amounts listed on Exhibit A and (ii) deliver the original Parent Common Stock Warrants to the Effective Time Holders. All Exchange Agent Funds will be disbursed only in accordance with the terms and conditions of this Agreement and the Merger Agreement. Upon receipt of the reserve instructions on the date hereof as set forth above, the Exchange Agent will as soon as reasonably practicable following the Closing (and in any event within three (3) Business Days) thereafter make book record entry of the reserves in accordance with the issuance instructions and the amounts set forth on Exhibit A attached hereto.

(b) At least three (3) Business Days prior to the Closing, Holder’s Agent will deliver or cause to be delivered to the Exchange Agent a schedule substantially in the form attached hereto as Exhibit A including a complete and correct list of the Effective Time Holders identifying each by name, and, to the extent available, address, Tax Identification Number, if applicable and including the payment amount for each Effective Time Holder expressed in the number of securities issuable from the Securities Fund. After the Closing, Holder’s Agent and/or its counsel or designees are authorized to correct any inaccuracies or inconsistencies (if any) to Exhibit A.

(c) The Company will send on the date hereof to each Effective Time Holder a letter of transmittal in the form attached hereto as Exhibit B (a “Letter of Transmittal”), together with an Internal Revenue Service Form W-9 or appropriate IRS Form W-8, as applicable, advising each Effective Time Holder of the procedure for surrendering such Effective Time Holder’s Certificate(s) in exchange for payment therefor. The Exchange Agent (in consultation with Parent and Holder’s Agent) will promptly answer any questions of Effective Time Holders relating to the mechanics for receiving payment for their shares of Company Common Stock and properly completing the Letter of Transmittal and will refer all other questions to Trevor J. Chaplick and Christopher T. Turek. Notwithstanding anything herein to the contrary, pursuant to the terms of the Merger Agreement, the Exchange Agent shall not be required to make any payment hereunder to an Effective Time Holder until the Exchange Agent receives the applicable Required Consideration Deliverables (including but not limited to, the Letter of Transmittal) duly executed and completed by such Effective Time Holder.

(d) The Exchange Agent will review the Certificates received from (or on behalf of) the Effective Time Holders and the Required Consideration Deliverables (and other documents required to be delivered by the Required Consideration Deliverables) to ensure that the Certificates are in proper form for presentation and the Required Consideration Deliverables and such other documents are properly executed and completed in accordance with the instructions set forth in the Required Consideration Deliverables. The Exchange Agent will comply with all requirements under the tax laws of the United States in connection with receipt and distribution of the Exchange Agent Funds, including those relating to missing Tax Identification Numbers, and file any appropriate reports with the Internal Revenue Service, including Form 1099-B (Statement for Recipients from Broker and Barter Exchange Transactions) with respect to any payment of the Exchange Agent Funds made hereunder; provided, however, that the Exchange Agent shall not be responsible for preparing or filing any tax reporting related to any distributions that are treated as compensation income.

2. Appointment of Escrow Agent; Escrow Deposit.

(a) Parent and Holder’s Agent hereby appoint the Escrow Agent as escrow agent to perform the duties of the Escrow Agent set forth in this Agreement and under the Merger Agreement, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth in this Agreement.

(b) Under the Merger Agreement, and subject to the terms and conditions thereof, at the Closing, Parent shall deposit or cause to be deposited with the Escrow Agent an aggregate number of shares of Parent Series B Preferred Stock (together with any dividends or distributions with respect thereto pursuant to Section 3.02(c) of the Merger Agreement) equal to the Escrow Amount, and upon receipt thereof, the Escrow Agent will acknowledge in writing to Holder’s Agent and Parent receipt of the Escrow Amount. The Escrow Agent will accept the Escrow Amount and hereby agrees to hold the Escrow Amount in a separate account (the “Escrow Account”) in accordance with the provisions of this Agreement and will not distribute the Escrow Amount except in accordance with the express terms and conditions of this Agreement.

3. Release of Escrow Amount. The Escrow Agent shall release the Escrow Amount only as provided in this Section 3. Within five (5) Business Days after the Escrow Agent’s receipt of (a) a written direction executed by Parent and Holder’s Agent directing the Escrow Agent to disburse all or a portion of the Escrow Amount (a “Joint-Instruction”), or (b) a final non-appealable order of a court of competent jurisdiction (a “Final Order”), in either case, the Escrow Agent shall release all or any portion (if less than all) of the Escrow Amount designated in such Joint-Instruction or Final Order, as applicable. Parent and Holder’s Agent shall deliver to the Escrow Agent Joint-Instructions to effect disbursement of the Escrow Amount in accordance with the terms of the Merger Agreement.

4. Tax Compliance. The Exchange Agent shall have the right to request from any party to this Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Exchange Agent or Escrow Agent, to satisfy its reporting and withholding obligations under applicable law, including IRS Form W-9 or the appropriate series of IRS Form W-8, as applicable. Parent and Holder’s Agent understand that the Exchange Agent or the Escrow Agent may be required to withhold a portion of any payment to Parent, Holder’s Agent or the Effective Time Holders if they have not supplied the correct Taxpayer Identification Number or required certification and that the Exchange Agent or the Escrow Agent will deliver any such withheld amount deducted to the Internal Revenue Service or other tax authority.

5. No Duty to Verify. The Escrow Agent and the Exchange Agent, as applicable, will have neither the duty nor the authority to verify the accuracy of the information contained in any instruction, notice or certificate, nor the genuineness of any signature thereon or the authority of any such signatory to execute such instruction, notice or certificate, delivered by Parent and Holder’s Agent hereunder. Upon distribution of all of the Escrow Amount to Huang or the Exchange Agent Funds to the Effective Time Holders, as directed by Parent in accordance with Section 2 or Section 3 hereof, the Escrow Agent or Exchange Agent, as applicable, will be deemed to have fully discharged its duties and obligations hereunder, and will have no further liability or obligation to any party with respect hereto. Concurrent with the execution of this Escrow Agreement, each of Parent and Holder’s Agent shall provide the Escrow Agent with a copy of an authorized signor form in the form of Exhibit B-1 and Exhibit B-2, respectively, to this Agreement.

6. Reserved.

7. Provisions with Respect to the Escrow Agent and the Exchange Agent.

(a) Protection of the Escrow Agent and the Exchange Agent. The Escrow Agent, the Exchange Agent, Parent and Holder’s Agent, as applicable, agree that: (i) either Parent or Holder’s Agent may examine the Securities Fund at any time at the office of the Escrow Agent upon reasonable notice to the Escrow Agent; (ii) in performing their duties hereunder, the Escrow Agent and the Exchange Agent may rely on written statements furnished to them by any officer of either Parent or Holder’s Agent (provided that such notice is otherwise in accordance with the requirements hereof) with respect to matters related to Parent or Holder’s Agent, respectively, or any other evidence deemed by the Escrow Agent or the Exchange Agent to be reliable, and will be entitled to act on the advice of counsel selected by it; (iii) if the Securities Fund are attached, garnished, or levied upon under the order of any court, or the delivery thereof will be stayed or enjoined by the order of any court, or any other order, judgment or decree will be made or entered by any court affecting the Securities Fund, the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders or decrees so entered or issued, whether with or without jurisdiction, provided that the Escrow Agent will provide reasonable prior notice, to the extent possible under the circumstances, to Parent and Holder’s Agent of such compliance with such writs, orders or decrees, and the Escrow Agent will not be liable to any of the parties hereto or their successors by reason of compliance with any such writ, order or decree notwithstanding such writ, order or decree being subsequently reversed, modified, annulled, set aside or vacated; and (iv) notwithstanding anything herein to the contrary, the Escrow Agent and the Exchange Agent will be under no duty to monitor or enforce compliance by Holder’s Agent or Parent with any term or provision of the Merger Agreement.

(b) Resignation, Removal, New Escrow Agent and Exchange Agent. The Escrow Agent and the Exchange Agent reserve the right to resign at any time by giving at least thirty (30) days advance written notice of resignation to Parent and Holder’s Agent, specifying the effective date thereof. Similarly, the Escrow Agent and the Exchange Agent may be removed and replaced following the delivery of a 30 days advance written notice to the Escrow Agent or the Exchange Agent by Parent and Holder’s Agent. Within 30 days after the receipt of one of the notices referred to above, Parent and Holder’s Agent agree to jointly appoint a successor escrow agent or exchange agent (a “Successor Agent”), as applicable. The Successor Agent will become a party to and must agree to be legally bound by this Agreement by means of a written joinder agreement, the signature page to which, when signed by the Successor Agent, will be deemed to be a counterpart signature page to this Agreement. The Successor Agent will be deemed to be the Escrow Agent and/or Exchange Agent under the terms of this Agreement. If a Successor Agent has not been appointed and/or has not accepted such appointment by the end of the 30-day period commencing upon the receipt of the notice of resignation by Parent and Holder’s Agent, the Escrow Agent and Exchange Agent may apply to a court of competent jurisdiction for the appointment of a Successor Agent. The out-of-pocket costs, expenses and reasonable attorneys’ fees incurred by the Escrow Agent or the Exchange Agent will be paid by Parent.

(c) Indemnification of Escrow Agent. Without limiting any protection or indemnity of the Escrow Agent under any other provision hereof or otherwise at law, Parent agrees to indemnify and hold harmless the Escrow Agent from and against any and all liabilities, losses, damages, penalties, claims, actions, suits and out-of-pocket costs, expenses and disbursements, including reasonable out-of-pocket legal or advisor fees and disbursements, which may be imposed on, incurred by or asserted against the Escrow Agent in connection with the performance of its duties and obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the Escrow Agent’s gross negligence or willful misconduct. Notwithstanding the foregoing, Parent shall not be required to indemnify the Escrow Agent with respect to any claim against any such party unless Parent is notified of the written assertion of a claim against the Escrow Agent, or of any action commenced against it, promptly after it shall have received any such written information as to the nature and basis of the claim; provided, however, that failure to provide such notice shall not relieve Parent of any liability hereunder if no prejudice occurs. This provision will survive the resignation or removal of the Escrow Agent, or the termination of this Agreement. In so agreeing to indemnify and hold harmless the Escrow Agent, Parent shall be liable for all amounts required to be paid under this Section 7(c).

(d) Indemnification of Exchange Agent. Without limiting any protection or indemnity of the Exchange Agent under any other provision hereof or otherwise at law, Parent agrees to indemnify and hold harmless the Exchange Agent from and against any and all liabilities, losses, damages, penalties, claims, actions, suits and out-of-pocket costs, expenses and disbursements, including reasonable out-of-pocket legal or advisor fees and disbursements, which may be imposed on, incurred by or asserted against the Exchange Agent in connection with the performance of its duties and obligations hereunder in its capacity as the Exchange Agent, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the Exchange Agent’s gross negligence or willful misconduct. Notwithstanding the foregoing, Parent shall not be required to indemnify the Exchange Agent with respect to any claim against any such party unless Parent is notified of the written assertion of a claim against the Exchange Agent, or of any action commenced against it, promptly after it shall have received any such written information as to the nature and basis of the claim; provided, however, that failure to provide such notice shall not relieve Parent of any liability hereunder if no prejudice occurs. This provision will survive the resignation or removal of the Exchange Agent, or the termination of this Agreement. In so agreeing to indemnify and hold harmless the Exchange Agent, Parent shall be liable for one half of all amounts required to be paid under this Section 7(d).

(e) Duties. The Escrow Agent and Exchange Agent will have only those duties as are specifically provided in this Agreement, which will be deemed purely ministerial in nature, and will under no circumstance be deemed a fiduciary for any of the parties to this Agreement. The Escrow Agent and Exchange Agent will neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith, including without limitation the Merger Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent and Exchange Agent will be inferred from the terms of this Agreement or any other agreement. IN NO EVENT WILL THE ESCROW AGENT OR EXCHANGE AGENT, BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT’S OR EXCHANGE AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT OR EXCHANGE AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Fees and Reimbursement to the Escrow Agent and Exchange Agent.

(a) Fees. Both the Escrow Agent and the Exchange Agent will be entitled to be paid, without duplication, an aggregate fee of $5,000 by Parent for their services for each 12-month period (or portion thereof) this Agreement remains in effect until distribution of all of the Escrow Amount and Exchange Agent Funds or termination of this Agreement in accordance with Section 9 herein, as applicable.

(b) Reimbursement. All reasonable and documented fees and expenses of the Escrow Agent and the Exchange Agent for performing the duties of the Escrow Agent set forth in this Agreement will be borne by Parent. The Escrow Agent will not be entitled to withdraw from the Securities Fund any fees, costs or expenses under this Agreement.

9. Termination. This Agreement will terminate when all of the Escrow Amount have been distributed in accordance with this Agreement. Pursuant to Section 3.01(f) of the Merger Agreement, any portion of the Securities Fund that remains undistributed to the former holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any former holders of Company Common Stock who have not theretofore complied with Section 3.02 of the Merger Agreement, and shall thereafter look only to Parent for the applicable Merger Consideration.

10. Miscellaneous.

(a) Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) on the date of electronic transmission when transmitted by electronic mail, (iii) the day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service or (iv) the third day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, to the respective party at the number, electronic mail address or street address, as applicable, set forth below, or at such other number, electronic mail address or street address as such party may specify by written notice to the other party hereto:

Notice to Parent:

c/o Quantum Computing Inc.
215 Depot Court, Suite 215
Leesburg, VA 20175

Notice to Holder’s Agent:

c/o QPhoton, Inc.

5 Marine View Plaza

Hoboken, NJ 07030

with copies to:

Gibbons P.C.
One Gateway Plaza

Newark, NJ 07102

Notices to the Escrow Agent and Exchange Agent:

Worldwide Stock Transfer, LLC

One University Plaza
Suite 505
Hackensack, NJ 07601

(b) Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) will be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements executed and performed entirely within such State without regards to conflicts of law principles of the State of Delaware or any other jurisdiction that would cause the laws of any jurisdiction other than the State of Delaware to apply.

(c) Consent to Jurisdiction and Service of Process. The Parties to this Agreement submit to the exclusive jurisdiction of the state courts located in WILMINGTON, DELAWARE or the courts of the United States located in WILMINGTON, DELAWARE in respect of the interpretation and enforcement of the provisions of this Agreement and any related agreement, certificate or other document delivered in connection herewith and by this Agreement waive, and agree not to assert, any defense in any action for the interpretation or enforcement of this Agreement and any related agreement, certificate or other document delivered in connection herewith, that they are not subject thereto or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper. Service of process with respect thereto may be made upon Parent by mailing a copy thereof by registered or certified mail, postage prepaid, to such party at its address as provided in Section 10(A).

(d) Waiver of Jury Trial. Each Party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each such Party understands and has considered the implications of this waiver, (iii) each such Party makes this waiver voluntarily, and (iv) each such Party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 10(d).

(e) Counterparts. This Agreement, and any amendments hereto, may be executed in multiple counterparts (including by means of telecopied signature pages or electronic transmission in portable document format (PDF)), any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument. No party hereto will raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that this Agreement or any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a contract and each such party forever waives any such defense.

(f) Successors and Assigns. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party hereto without the prior written consent of the other parties hereto. Notwithstanding the foregoing, Holder’s Agent may assign this Agreement to any of its beneficial owners or successors by operation of law and Parent may assign this Agreement to one or more of its Affiliates.

(g) Amendment, Waiver, etc. This Agreement will not be amended, modified, altered or revoked without the prior written consent of each of Parent and Holder’s Agent; provided that no amendment or modification will be made to Section 7 or Section 8 hereof or any other provision of this Agreement which impacts the rights or duties of the Escrow Agent or the Exchange Agent without the written consent of the Escrow Agent or Exchange Agent, as applicable. Parent and Holder’s Agent separately agree to provide to the Escrow Agent and the Exchange Agent a copy of all amendments and agree that the Escrow Agent or Exchange Agent, as applicable, will not be bound by such amendments until it has acknowledged receipt of a copy. No failure or delay by a party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, and no single or partial exercise thereof will preclude any right of further exercise or the exercise of any other right, power or privilege.

(h) Headings. Section headings used herein are for convenience of reference only and will not be deemed to constitute a part of this Agreement for any other purpose, or to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced as if such headings had not been included herein.

(i) No Strict Construction. The parties hereto hereby expressly acknowledge and agree that the language of this Agreement constitutes the mutual intention and understanding of the parties, and that each party hereto has been represented by competent counsel in connection herewith. Accordingly, each party hereto hereby waives any doctrine of strict construction with respect to the interpretation hereof or the resolution of any ambiguities herein, and none of the foregoing will be resolved against any party as a result of any such doctrine.

(j) Complete Agreement. This Agreement and the documents referred to herein contain the complete agreement between the parties hereto and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

(k) Business Days. For the purpose hereof, the term “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks located in Chicago, Illinois are closed for business as a result of a federal, state or local holiday. To the extent any payment or other action or delivery is required to be made on a date which is not a Business Day, then the period required for such payment, action or delivery will automatically be extended to the next Business Day immediately following. All references to a day or days will be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided.

(l) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, and the parties will amend or otherwise modify this Agreement to replace any prohibited or invalid provision with an effective and valid provision that gives effect to the intent of the parties to the maximum extent permitted by applicable law.

(m)   Third Party Beneficiaries. Except as set forth herein, nothing herein expressed or implied is intended or will be construed to confer upon or to give any Person other than the Escrow Agent, Holder’s Agent and Parent any rights or remedies under or by reason of this Agreement.

(n) Automatic Succession. Any bank or corporation into which the Escrow Agent or Exchange Agent may be merged or with which it may be consolidated, or any bank or corporation to whom the Escrow Agent or Exchange Agent may transfer a substantial amount of its escrow business, will be the successor to the Escrow Agent or Exchange Agent, as applicable, without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding.

(o) Bankruptcy Proceedings. In the event of the commencement of a bankruptcy case or cases wherein Holder’s Agent or Parent is the debtor, the Escrow Amount will not constitute property of the debtor’s estate within the meaning of 11 U.S.C. § 541.

(p) Specific Performance. The obligations of the parties hereto (including the Escrow Agent) are unique in that time is of the essence, and any delay in performance hereunder by any party will result in irreparable harm to the other parties hereto. Accordingly, any party may seek specific performance and/or injunctive relief before any court of competent jurisdiction in order to enforce this Agreement or to prevent violations of the provisions hereof, and no party will object to specific performance or injunctive relief as an appropriate remedy. The Escrow Agent and Exchange Agent each acknowledges that its obligations, as well as the obligations of any party hereunder, are subject to the equitable remedy of specific performance and/or injunctive relief.

* * * * *

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

Common = Quantum Computing Inc. (“QCI”) shares of common stock

Preferred = QCI shares of series B preferred stock, convertible at a ratio 1:10

Warrants = QCI common stock warrants

EXHIBIT B

Letter of Transmittal

See attached.

EXHIBIT B-1

CERTIFICATE AS TO AUTHORIZED REPRESENTATIVES

OF PARENT

Quantum Computing Inc., a Delaware corporation (“Parent”) hereby designates each of the following persons as its Authorized Representatives for purposes of this Agreement, and confirms that the title, contact information and specimen signature of each such person as set forth below is true and correct. Each such Authorized Representative is authorized to initiate and approve transactions of all types for the Securities Fund established under the Agreement to which this Exhibit B-1 is attached, on behalf of Parent.

EXHIBIT B-2

CERTIFICATE AS TO AUTHORIZED REPRESENTATIVES

OF HOLDER’S AGENT

Yuping Huang (the “Holder’s Agent”) hereby designates each of the following persons as his Authorized Representatives for purposes of this Agreement, and confirms that the title, contact information and specimen signature of each such person as set forth below is true and correct. Each such Authorized Representative is authorized to initiate and approve transactions of all types for the Securities Fund established under the Agreement to which this Exhibit B-2 is attached, on behalf of Holder’s Agent.

12

Exhibit 10.3

STOCKHOLDERS AGREEMENT

DATED AS OF [●], 2022

AMONG

QUANTUM COMPUTING INC.

AND

THE OTHER PARTIES HERETO

TABLE OF CONTENTS

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this “Agreement”) is entered into as of [●], 2022 by and among Quantum Computing Inc., a Delaware corporation (the “Company”) and each of the stockholders set forth on Exhibit A (each a “Stockholder”) attached hereto and incorporated by reference herein.

RECITALS:

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of May [__], 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Project Alpha Merger Sub I, Inc., a Delaware corporation, Project Alpha Merger Sub II, LLC, a Delaware limited liability company, QPhoton, Inc., a Delaware corporation, and Yuping Huang; and

WHEREAS, pursuant to and in accordance with the terms and conditions set forth in the Merger Agreement, the Company will issue shares of Common Stock (as defined below), shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share and a warrant to purchase shares of Common Stock to certain of the Stockholders; and

WHEREAS, in connection with the Merger Agreement and effective upon the consummation of the transaction contemplated thereby, the parties hereto wish to set forth certain understandings between such parties, including with respect to certain governance and other matters.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.
INTRODUCTORY MATTERS

1.1 Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“Affiliate” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“Agreement” has the meaning set forth in the Preamble.

“Board” means the board of directors of the Company.

“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“Closing Date” has the meaning set forth in the Merger Agreement.

“Common Stock” means shares of the Company’s common stock, par value $0.0001 per share, and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation or similar transaction.

“Company” has the meaning set forth in the Preamble.

“Company Designator” means the Chief Executive Officer of the Company.

“Company Designee” has the meaning assigned to such term in Section 2.1(a).

“Company Holders” means the Persons listed on the signature pages hereto under the heading “Company Holders,” any Transferee that becomes party to this Agreement as a “Company Holder” in accordance with Section 3.5 hereof, and their respective Affiliates.

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“Designator” means the QPhoton Designator and/or the Company Designator, as the case may be.

“Designee” means any QPhoton Designee and/or any Company Designee, as the case may be.

“Director” means any director of the Company from time to time.

“Equity Securities” means any and all shares of Common Stock of the Company, and any and all securities of the Company convertible into, or exchangeable or exercisable for (whether or not subject to contingencies or the passage of time, or both), such shares, and options, warrants or other rights to acquire shares of Common Stock of the Company, including without limitation any and all shares of the Company’s Preferred Stock, par value $0.0001 per share.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“QPhoton Designator” means (a) Yuping Huang for so long as he holds [_____] shares of the Common Stock (as appropriately adjusted for any stock split, combination or the like) and (b) if Yuping Huang holds less than [_____] shares of Common Stock (as appropriately adjusted for any stock split, combination or the like), the QPhoton Holders, or any group of QPhoton Holders collectively, then holding a majority of the Common Stock held all QPhoton Holders.

“QPhoton Designee” has the meaning assigned to such term in Section 2.1(a).

“QPhoton Holders” means the Persons listed on the signature pages hereto under the heading “QPhoton Holders,” any transferee that becomes party to this Agreement as a “QPhoton Holder” in accordance with Section 3.5 hereof, and their respective Affiliates.

“Total Number of Directors” means the total number of directors comprising the Board from time to time.

“Transfer” (including its correlative meanings, “Transferor,” “Transferee” and “Transferred”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require.

1.2 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to sections of this Agreement unless otherwise specified.

ARTICLE II.
CORPORATE GOVERNANCE MATTERS

2.1 Election of Directors.

(a) Following the Closing Date, the QPhoton Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-election, the number of QPhoton Designees (as defined below) serving as Directors of the Company will be equal to three (3) (in each case, each such person a “QPhoton Designee”).

(b) If at any time the QPhoton Designator has designated fewer than the total number of individuals that it is then entitled to designate pursuant to Section 2.1(a) hereof, the QPhoton Designator shall have the right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (i) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (ii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies.

(c) Following the Closing Date, the Company Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-election, the number of Company Designees (as defined below) serving as Directors of the Company will be equal to four (4) (in each case, each such person a “Company Designee”).

(d) If at any time the Company Designator has designated fewer than the total number of individuals that it is then entitled to designate pursuant to Section 2.1(c) hereof, the Company Designator shall have the right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (i) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (ii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies.

(e) Directors are subject to removal pursuant to the applicable provisions of the by-laws of the Company, as may be amended and/or amended and restated from time to time; provided, however, for as long as this Agreement remains in effect, the parties shall refrain from taking any actions to cause (i) the QPhoton Designees to be removed without cause except with the consent of the QPhoton Designator and (ii) the Company Designees to be removed without cause except with the consent of the Company Designator.

(f)   In the event that a vacancy is created at any time by death, disability, retirement, removal (with or without cause), disqualification, resignation or otherwise with respect to the QPhoton Designees and/or Company Designees, the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the QPhoton Designator or the Company Designator, as the case may be.

(g) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Designee shall fail to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Designee (or a new designee of the applicable Designator) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors.

(h) Each Stockholder hereby agrees to vote in favor of and to consent to the Designees in connection with each vote taken or written consent executed in connection with the election of Directors to the Board, and each Stockholder agrees not to seek to remove or replace the Designees except in accordance with the terms hereof.

2.2 Compensation. Except to the extent a Designator may otherwise notify the Company with respect to their respective Designees, any Designees shall be entitled to compensation consistent with the Director compensation received by other Directors in their capacity as such, including any fees and equity awards.

2.3 Other Rights of Stockholder Designees. Except as provided in Section 2.2, each Designee serving on the Board shall be entitled to the same rights and privileges applicable to all other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, the Company shall indemnify, exculpate, and reimburse fees and expenses of the Designees (including by entering into an indemnification agreement in a form substantially similar to the Company’s form director indemnification agreement) and provide the Designees with director and officer insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the certificate of incorporation or bylaws of the Company, applicable law or otherwise.

2.4 Director Independence. Notwithstanding anything to the contrary herein, the parties hereto shall ensure that the composition of the Board will continue to meet all requirements for a company listed on the Nasdaq Capital Market (or such other stock exchange on which the Common Stock may be listed), including with respect to director independence.

ARTICLE III.
GENERAL PROVISIONS

3.1 Termination. Subject to the early termination of any provision as a result of an amendment to this Agreement agreed to by the Board and the Stockholders, as provided under Section 3.3, this Agreement shall terminate with respect to each Stockholder at such time as such Stockholder and its Affiliates collectively hold less than thirty-five percent (35%) of the shares of Common Stock held by such Stockholder as of the date of this Agreement.

3.2 Notices. Any notice, designation, request, request for consent or consent provided for in this Agreement shall be in writing and shall be either personally delivered, sent by facsimile or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices and other such documents will be deemed to have been given or made hereunder when delivered personally or sent by facsimile (receipt confirmed) and one (1) Business Day after deposit with a reputable overnight courier service.

The Company:

Quantum Computing Inc. 

Attn: Robert Liscouski 

215 Depot Court, 

Suite 215 

Leesburg, VA 20175

3.3 Amendment; Waiver. (a) The terms and provisions of this Agreement may be modified or amended only with the written approval of the Company and Stockholders holding a majority of the aggregate outstanding Common Stock then held by (i) the Company Holders and (ii) the QPhoton Holders, in each case, voting as a separate class; provided, however, that any modification or amendment that would adversely affect the rights of a Stockholder in a manner that is materially different from the other Stockholders shall also require the approval of such adversely affected Stockholder.

(b) Except as expressly set forth in this Agreement, neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

(c) No party shall be deemed to have waived any claim arising out of this Agreement, or any right, remedy, power or privilege under this Agreement, unless the waiver of such claim, right, remedy, power or privilege is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

(d) Any party hereto may unilaterally waive any of its rights hereunder in a signed writing delivered to the Company.

3.4 Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, any Stockholder being deprived of the rights contemplated by this Agreement.

3.5 Assignment. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment without such consents shall be null and void ab initio; provided, however, that each Stockholder may, without the consent of the Company or any other Person, assign its rights and obligations under this Agreement, in whole or in part, to any Transferee of Common Stock so long as such Transferee, if not already a party to this Agreement, executes and delivers to the Company a joinder to this Agreement evidencing its agreement to become a party to and to be bound by certain or all, as applicable, of the provisions of this Agreement as a “QPhoton Holder” or “Company Holder” hereunder, whereupon such Transferee shall be deemed a “QPhoton Holder” or “Company Holder” hereunder, as may be applicable. This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

3.6 Third Parties. This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

3.7 Governing Law. THIS AGREEMENT AND ITS ENFORCEMENT AND ANY CONTROVERSY ARISING OUT OF OR RELATING TO THE MAKING OR PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

3.8 Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (i) agrees that any action, directly or indirectly, arising out of, under or relating to this Agreement shall exclusively be brought in and shall exclusively be heard and determined by either the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, the state or federal courts in the State of Delaware, and (ii) solely in connection with the action(s) contemplated by subsection (i) hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts identified in subsection (i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause (i) of this Section 3.8, (C) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any claim or action directly or indirectly arising out of, under or in connection with this Agreement or the services contemplated hereby.

3.9 Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of a bond.

3.10 Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

3.11 Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law, and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

3.12 Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

3.13 Grant of Consent. Any vote, consent or approval of, or designation by, or other action of, a Designator hereunder shall be effective if notice of such vote, consent, approval, designation or action is provided in accordance with Section 3.2 hereof by such Designator as of the latest date any such notice is so provided to the Company.

3.14 Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

3.15 Effectiveness. This Agreement shall become effective upon the Closing Date.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

EXHIBIT A

Stockholders

QPHOTON HOLDERS:

COMPANY HOLDERS:

Exhibit 10.4

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [__], 2022, is made and entered into by and among Quantum Computing Inc., a Delaware corporation (the “Company”), and certain parties set forth on Schedule 1 hereto (collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.11 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of May [__], 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, QPhoton, Inc., a Delaware corporation, Yuping Huang and the other parties thereto; and

WHEREAS, pursuant to and in accordance with the terms and conditions set forth in the Merger Agreement, the Holders received shares of Common Stock (as defined below), shares of Series B Preferred Stock (as defined below) and warrants to purchase shares of Common Stock (each, a “Warrant”).

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, (c) the Company has a bona fide business purpose for not making such information public, and (d) such disclosure (i) would be reasonably likely to have an adverse impact on the Company, (ii) could reasonably be expected to have a material adverse effect on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (iii) relates to information the accuracy of which has yet to be determined by the Company or which is the subject of an ongoing investigation or inquiry; provided that the Company takes all reasonable action as necessary to promptly make such determination and conclude such investigation or inquiry.

“Agreement” shall have the meaning given in the Preamble hereto.

“Average Daily Volume” means the average of the daily trading volume of the Common Stock as reported by The NASDAQ Capital Market (provided that if the Common Stock is not then listed on the NASDAQ Capital Market, as reported by such trading market on which the Common Stock is then traded) for the five (5) Trading Days immediately preceding such determination of Average Daily Volume.

“Block Trade” shall have the meaning given in Section 2.4.1.

“Board” shall mean the Board of Directors of the Company.

“Merger Agreement” shall have the meaning given in the Recitals hereto.

“Closing” shall have the meaning given in the Merger Agreement.

“Closing Date” shall have the meaning given in the Merger Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” means the Company’s shares of common stock, par value $0.0001 per share.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Daily Transfer Limit” means as of any Trading Day, ten percent (10%) of the Average Daily Volume calculated as of the immediately preceding Trading Day.

“Demanding Holder” shall have the meaning given in Section 2.1.4.

“EDGAR” shall have the meaning given in Section 3.5.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf” shall have the meaning given in Section 2.1.1.

“Holder Information” shall have the meaning given in Section 4.1.2.

“Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Lock-up” shall have the meaning given in Section 5.1.

“Lock-up Period” shall mean the period beginning on the Closing Date and ending on the date that is twelve (12) months after the Closing Date.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Other Coordinated Offering” shall have the meaning given in Section 2.4.1.

“Permitted Transferees” shall mean, with respect to any Holder and their Permitted Transferees, which include (a) prior to the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period pursuant to Section 5.2 and (b) after the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) any outstanding (i) Common Stock, (ii) Common Stock issued or issuable upon conversion of the Series B Preferred Stock, subject to the terms of the Series B Preferred Stock Certificate of Designation) of the Company and (iii) Common Stock issued or issuable upon exercise of the Warrant, in each case, held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement), and (b) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) (i) such securities shall have been otherwise transferred (other than to a Permitted Transferee), (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale or current public information requirements); (E) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 145 promulgated under the Securities Act or any successor rules promulgated under the Securities Act; and (F) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;

(F) in an Underwritten Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders (not to exceed $75,000 without the consent of the Company);

(G) the costs and expenses of Company relating to analyst and investor presentations

(H) or any “road show” undertaken in connection with the Registration and/or marketing of the Registrable Securities; and

(I)    any other fees and disbursements customarily paid by the issuers of securities.

“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders” shall have the meaning given in Section 2.1.5.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Series B Preferred Stock” shall mean shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share.

“Series B Preferred Stock Certificate of Designation” means that the Company’s Certificate of Designation of the Series B Preferred Stock, dated [___], 2022.

“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement.

“Subsequent Shelf Registration Statement” shall have the meaning given in Section 2.1.2.

“Trading Day” means any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall have the meaning given in Section 2.1.6.

ARTICLE II

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. Within ninety (90) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the one hundred fifth (105th) calendar day (or one hundred thirty fifth (135th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following Closing and (b) the tenth (10^th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that if such Effectiveness Deadlines falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadlines shall be extended to the business day on which the Commission is open for business. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit, subject to Article V, the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3 Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer at the time of filing (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit, subject to Article V, the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form at the time of filing. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.3 Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable efforts to cause, subject to Article V, the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for the Holders.

2.1.4 Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, a Holder (a Holder being in such case, a “Demanding Holder”) may request, subject to Article V, to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include, subject to Article V, Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price of at least $15.0 million in the aggregate (the “Minimum Takedown Threshold”); provided that, with respect to all remaining Registrable Securities held by the Demanding Holder no Minimum Takedown Threshold shall apply. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders may demand not more than one (1) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 within any six (6) month period. For the avoidance of doubt, the Company shall not be required to effect an aggregate of more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the percentage, relative to the total outstanding Common Stock of the Company, of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and all other Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable (the “Maximum Number of Securities”), then the Company shall include, subject to Article V, in such Underwritten Offering, before including any Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that a Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by such Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

2.2 Reserved.

2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder (and for which it is customary for such Holder to agree to a lock-up), agrees that, to the extent such Holder participates in such Underwritten Offering, it shall not Transfer any Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

2.4 Block Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4 and Article V, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price of at least $20.0 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

2.4.5 A Demanding Holder in the aggregate may demand no more than (i) one (1) Block Trade pursuant to this Section 2.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or have ceased to be Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 notify each seller of Registrable Securities promptly after it receives notice of the time when the Registration Statement has been declared effective and when any post-effective amendments and supplements thereto become effective;

3.1.5 furnish counsel for the Underwriter(s), if any, and upon written request, for the sellers of the Registrable Securities in such Registration Statement with copies of any written comments from the Commission or any written request by the Commission for amendments or supplements to a Registration Statement or Prospectus;

3.1.6 prior to any public offering of Registrable Securities, use best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.7 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

3.1.8 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.9 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.10 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, including any document that is to be incorporated by reference into such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish, upon request, a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.11 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.13 obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.14 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.15 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

3.1.16 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.17 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.18 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter, broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

3.4.2 Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board, such Registration be detrimental to the Company and the majority of the Board concludes as a result that it is advisable to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.4.3 Subject to Section 3.4.4, (a) during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date that is one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.

3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than ninety (90) consecutive calendar days and not more than twice for not more than one hundred eighty (180) total calendar days, during any twelve (12)-month period.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Rule 144. With a view to make available to the Holders the benefits of Rule 144 promogulated under the Securities Act, the Company covenants that it will (a) make available at all times information necessary to comply with Rule 144, if such Rule is available with respect to resales of the Registrable Securities under the Securities Act, and (b) take such further action as the Holders may reasonably request, all to the extent required from time to time to enable them to sell all Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promogulated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rule may be amended from time to time. Upon request of any Holder, the Company will deliver to such Holder a written statement as to whether the Company has complied with such information requirement, and, if not, the specific reasons for non-compliance.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, managers, directors, trustees, equityholders, beneficiaries, affiliates and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees or other expenses incurred in connection with investigating or defensing such claim, loss, liability, damage or action) resulting from (i) any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities law except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

ARTICLE V

LOCK-UP

5.1 Lock-Up. Notwithstanding anything to the contrary in this Agreement and subject to Section 5.2, each Holder agrees that it shall not Transfer any Registrable Securities prior to the end of the Lock-up Period (the “Lock-up”); provided, however, that, commencing on the date that is six (6) months after the Closing Date and ending on the expiration of the Lock-up Period (the “Restricted Trading Period”), each Holder may Transfer a number of shares of Common Stock up to such Holder’s Pro Rata Share (as defined in the Merger Agreement) of the Daily Transfer Limit. For purposes of this Section 5.1, Schedule 1 sets forth each Holder’s Pro Rata Share that should be applied to the Daily Transfer Limit to determine the permissible number of shares that may be resold up to the Daily Transfer Limit. For purposes of clarity and to avoid ambiguity, the following is an illustrative example of the calculation of the Daily Transfer Limit during the Restricted Trading Period. Example: Holder A has 200 shares representing 20% of the total number of outstanding shares issued as merger consideration to all Holders. The Average Daily Volume for the preceding five (5) Trading Days was 100,000. Therefore the applicable Daily Transfer Limit for such Holder would be 2,000 (i.e., for the Trading Day in question during the Restricted Period, such Holder would be entitled to resell up to 2,000 shares).

5.2 Permitted Transferees. Notwithstanding the provisions set forth in Section 5.1, each Holder may Transfer Registrable Securities during the Lock-up Period (including, for the avoidance of doubt, a number of Registrable Securities in excess of the Daily Transfer Limit) (a) to (i) the Company’s officers or directors, (ii) any affiliates or family members of the Company’s officers or directors, or (iii) any direct or indirect partners, members or equity holders of such Holder, or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (f) to the partners, members or equity holders of such Holder by virtue of the Holder’s organizational documents, as amended, upon dissolution of the Holder, (g) to the Company, or (h) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property subsequent to the Closing Date. The parties acknowledge and agree that any Permitted Transferee of a Holder shall (x) be subject to the transfer restrictions set forth in this ARTICLE V with respect to the Registrable Securities upon and after acquiring such Registrable Securities, and (y) execute a joinder to this Agreement in the form of Exhibit A attached hereto.

ARTICLE VI

MISCELLANEOUS

6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) recorded mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, or electronic mail. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Quantum Computing Inc., 215 Depot Court, Suite 215, Leesburg, VA 20175, Attention: Robert Liscouski or by email, and, if to any Holder, at such Holder’s address, electronic mail address as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.

6.2 Assignment; No Third Party Beneficiaries.

6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

6.2.2 Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that with respect to the Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that each of the Holders shall be permitted to transfer its rights hereunder as the Holders to one or more affiliates of such Holder or any direct or indirect partners, members or equity holders of such Holder (it being understood that no such transfer shall reduce or multiply any rights of such Holder or such transferees).

6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

6.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2.

6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void. Notwithstanding any of the foregoing to the contrary, no Warrant shall be assigned or transferred except in accordance with the terms of such Warrant.

6.3 Counterparts. This Agreement may be executed in multiple counterparts (including PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

6.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

6.5 Waiver of Jury Trial. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.5.

6.6 Arbitration. Each of the parties irrevocably and unconditionally agrees that any proceeding based upon, arising out of or related to this Agreement or any of the transactions contemplated hereby (each, a “Related Proceeding”) shall be finally settled by binding arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by three arbitrators. Any Related Proceeding shall be decided by a panel of three (3) arbitrators seated in New York, New York. Each arbitrator must be (a) an attorney with significant experience in negotiating complex commercial transactions, or a judge seated on, or retired from, a U.S. federal court sitting in the Southern District of New York and (b) neutral and independent of each party. The parties agree, pursuant to Article 30(2)(b) of the Rules of Arbitration of the International Chamber of Commerce, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute. The arbitrators may enter a default decision against any party who fails to participate in the arbitration proceedings with respect to any Related Proceeding. The language of the proceeding shall be English. The decision of the arbitrators on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties and the arbitrators will keep confidential, and will not disclose to any person, except the parties’ respective representatives (who shall keep any such information confidential as provided in this sentence), or as may be required by applicable law or any order of a governmental entity of competent jurisdiction, the existence of any Related Proceeding under this Section 6.6, the referral of any such Related Proceeding to arbitration or the status or resolution thereof. The initiation of any Related Proceeding pursuant to this Section 6.6 will toll the applicable statute of limitations for the duration of any such Related Proceeding.

6.7 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, that, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

6.8 Term. This Agreement shall terminate with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

6.9 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

6.10    Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

6.11 Entire Agreement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

6.12 Adjustments. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Registrable Securities as so changed.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Registration Rights and Lock-Up Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, the undersigned have caused this Registration Rights and Lock-Up Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, the undersigned have caused this Registration Rights and Lock-Up Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, the undersigned have caused this Registration Rights and Lock-Up Agreement to be executed as of the date first written above.

Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of [__], 2022 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Quantum Computing Inc., a Delaware corporation (the “Company”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.

Accordingly, the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__.

Agreed and Accepted as of
____________, 20__

Quantum Computing Inc.

Exhibit 10.5

QUANTUM COMPUTING INC.
215 Depot Court, SE

Leesburg, VA 20175

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 15 day of June, 2022 (the “Effective Date”), between Dr. Yuping Huang (“Executive”) and Quantum Computing Inc. (the “Company”), a Delaware corporation.

WHEREAS, the Company desires for the Executive to serve as the Company’s Chief Quantum Officer as well as a member of the Board of Directors and the Executive is willing to continue to serve in the foregoing positions on the terms and conditions set forth in this Agreement;

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

1. Effective Date and Term of Employment. The initial term of this Agreement shall begin on the Effective Date and shall continue until the earlier of: (a) the date on which it is terminated pursuant to terms of this Agreement; or (b) three (3) years following the Effective Date (the “Term”).

2. Duties and Responsibilities. The Executive agrees to work for the Company as its performing all of the duties and responsibilities inherent in such position. As the Chief Quantum Officer the Executive shall report to the Company’s CEO. The Executive shall devote reasonable best efforts in the performance of the foregoing services. The Company acknowledges that Executive is currently a full-time professor at Stevens Institute of Technology (“Stevens”). Executive hereby provides the Company with an acknowledgement from Stevens in conjunction with the intellectual property and employment arrangement, which is attached as Exhibit A (“Acknowledgement”).

3. Compensation and Benefits.

3.1 Salary. The Company shall pay Executive an annual base salary of Four Hundred Thousand Dollars ($400,000.00) payable in twice monthly installments in accordance with the Company’s customary payroll cycle (the “Base Salary”). The Base Salary thereafter shall be subject to annual review and adjustment, as determined by the Board (or the Compensation Committee of the Board) in its sole discretion, provided, however, that the Base Salary may not be decreased without the Executive’s consent unless the compensation payable to all executives of the Company is also similarly reduced.

3.2 Stock Options. The Company will grant to Executive options to purchase 400,000 shares of common stock, which shall vest as follows (i) 100,000 options shall vest immediately upon grant (ii) 100,000 options shall vest on the 12-month anniversary of the date of grant, (iii) 100,000 options shall vest on the 24-month anniversary of the date of grant and (iv) 100,000 options shall vest on the 36-month anniversary of the date of grant. The stock options will be granted in a separate document, which will set forth the terms and conditions of the option grant.

3.3 Annual Incentive. For the fiscal year ending December 31, 2022 and in subsequent fiscal years, Executive will be eligible to receive an annual cash bonus in an amount up to thirty percent (30%) of Base Salary, subject to Executive achieving the performance milestones that are established and approved by the Board of Directors within 60 days following the beginning of such fiscal year, as set forth on Exhibit B, hereto. The bonus, if payable, shall be calculated and paid within ninety (90) days after the end of the fiscal year in which such bonus was earned; provided, however, that the Company may delay the calculation and payment of any portion of such bonus which is based on the attainment of a revenue, earnings or similar milestone until the completion of the audit of the Company’s financial statements for the fiscal year in question, but in no event later than March 31 of the calendar year following the fiscal year for which the bonus is payable. Executive must be employed by the Company through the end of the fiscal year for which the bonus is earned in order to receive the bonus.

3.4 Long-Term Incentives. The Company may from time to time establish incentive programs, including but not limited to stock options, and the Executive will be eligible to participate in such incentive programs under terms to be set when such programs are approved by the Board and Shareholders.

3.5 Fringe Benefits. Executive shall be entitled to participate in all bonus and benefit programs that the Company establishes and makes available to its executive employees, if any, to the extent that Executive’s position, tenure, salary, age, health and other qualifications make Executive eligible to participate, including, but not limited to health care plans, short and long term disabilities plans, life insurance plans, retirement plans, and all other benefit plans from time to time in effect. Executive shall also be entitled to take unlimited fully paid annual leave in accordance with Company policy.

3.6 Reimbursement of Certain Expenses. Executive shall be reimbursed for such reasonable and necessary business expenses incurred by Executive while Executive is employed by and acting on behalf of the Company, which are directly related to the furtherance of the Company’s business, including compensation under the Company’s standard policies if Executive uses his personal vehicle for Company business where such business is more than one hundred fifty (150) miles from the Company’s main offices or Executive’s home, wherever such trip commences.  The Executive must submit any request for reimbursement no later than fifteen (15) days following the date that such business expense is incurred in accordance with the Company’s reimbursement policy regarding same and business expenses must be substantiated by appropriate receipts and documentation.  The Company may request additional documentation or a further explanation to substantiate any business expense submitted for reimbursement, and retains the discretion to approve or deny a request for reimbursement. If a business expense reimbursement is not exempt from Section 409A of the Code, any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment.  Any business expense reimbursements subject to Section 409A of the Code shall be made no later than the end of the calendar year following the calendar year in which such business expense is incurred by the Executive.

3.7 Indemnification. The Company shall continue to indemnify Executive to the fullest extent permitted under applicable law, the Company’s Articles of Organization and the Company’s By-laws, each as they may be amended from time to time. The Executive shall be insured under the Company’s Directors’ and Officers’ liability policy in the same manner as other senior executives of the Company for as long as Executive is an officer or director of the Company and as long as the Company maintains such policy in force. Such indemnity and insurance shall survive the termination of Executive’s employment by the Company.

4. Termination of Employment Period. Executive’s employment under the terms of this agreement may terminate upon the occurrence of any of the following:

4.1 Termination for Cause. For the purposes of this Agreement, “Cause” is defined as any of the following: (1) material breach or failure of Executive to perform or observe any of the terms of this Agreement; (2) willful failure to abide by the policies of the Employer; (3) conviction of, or guilty plea to, a felony (other than traffic violations but including, without limitation, theft, fraud, embezzlement, or dishonesty); (4) gross negligence or misconduct in the performance of Executive’s duties; (5) Executive’s refusal or substantial failure to satisfactorily perform his duties in connection with this Agreement for reasons unrelated to any accident, injury or disability of the Executive; (6) any conduct by the Executive which is materially detrimental or injurious to the Company or its reputation; (7) Executive’s illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company or (8) a violation of his duties of Confidentiality or a breach of any of the Restrictive Covenants set forth in Section 6 of this Agreement. With respect to Cause ground (3), Employer may immediately terminate Executive’s employment. With respect to all other Cause grounds, Employer may terminate the Executive by providing written Notice of Termination specifying the reasons for termination and if Executive shall fail to cure same within ten (10) calendar days of his receiving such notice, his employment shall terminate at the end of such ten (10) day period.

4.2 Voluntary Termination by the Company. At the election of the Company, without Cause.

4.3 Death or Disability. Upon the death or disability of Executive. As used in this Agreement, “disability” shall occur when Executive, due to a physical or mental disability, for a period of 120 days in the aggregate, whether or not consecutive, during any 365-day period, is unable, with or without an accommodation, to perform the essential functions of the services contemplated under this Agreement.

4.4 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at the election of Executive for “Good Reason” (as defined below), upon written notice by the Executive to the Company.

4.5 Voluntary Termination by Executive. At the election of Executive, without Good Reason, upon not less than 30 days prior written notice by him/her to the Company.

5. Effect of Termination.

5.1 Termination for Cause, at the Election of Executive, or at Death or Disability. In the event that Executive’s employment is terminated for Cause, the Company shall have no further obligations under this Agreement other than to pay to Executive Base Salary and accrued vacation through the last day of Executive’s actual employment by the Company. In the event that Executive’s employment is terminated upon Executive’s death or disability, or at the election of Executive, the Company shall have no further obligations under this Agreement other than (i) to pay to Executive, in a single lump sum upon such termination, Base Salary and accrued vacation through the last day of Executive’s actual employment by the Company.

5.2 Voluntary Termination by the Company, or for Good Reason. In the event that Executive’s employment is terminated during the term of this Agreement without Cause, or by Executive’s resignation for Good Reason, and Executive executes a release in favor of the Company substantially in the form annexed hereto as Exhibit C, not later than 30 days after Executive’s employment terminates, and the period in which Executive is entitled to revoke such release has expired without any such revocation, then the Company shall continue to pay to Executive the annual Base Salary in effect immediately prior to such termination for the twelve-month period following Executive’s last day of employment. In addition, the Company shall continue Executive’s coverage under and its contributions towards Executive’s health care, dental, and life insurance benefits on the same basis as immediately prior to the date of termination, except as provided below, for the six-month period following Executive’s last day of employment. Notwithstanding the foregoing, subject to any overriding laws, the Company shall not be required to provide any health care, dental, or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company.

5.3 Notwithstanding any other provision of this Amended Agreement with respect to the timing of payments under Section 5, if, at the time of the Executive’s termination, the Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) of the Code, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which the Executive may become entitled under Section 5 which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the date of termination, at which time the Executive shall be paid an aggregate amount equal to six months of payments otherwise due to the Executive under the terms of Section 5, as applicable. After the first business day of the seventh month following the date of termination and continuing each month thereafter, the Executive shall be paid the regular payments otherwise due to the Executive in accordance with the terms of Section 5, as thereafter applicable.

5.4 Upon Executive’s termination without Cause during the term of this Agreement, or as a result of Executive’s resignation for Good Reason during the term of this Agreement, all stock options granted by the Company and then held by Executive shall be accelerated and become fully vested and exercisable as of the date of Executive’s termination.

5.5 As used in this Agreement, “Good Reason” means, without Executive’s written consent, (a) a “material diminution” (as such term is used in Section 409A of the Code) of the duties assigned to Executive (provided, however, that no termination of Executive’s service as a member of the Board, regardless of the reason therefore, shall constitute a “material diminution” of Executive’s duties for purposes of this Section 5.5); or (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (d) a “Change of Control” of the Company, as that term is defined in the Control Plan; or (e), the acquisition (other than an acquisition directly from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then outstanding shares of voting stock of the Company (the “Voting Stock”); provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of (i) 50% or more of the then outstanding Voting Stock, or (ii) Voting Stock which has the effect of increasing the percentage of Voting Stock owned by any such individual, entity or group to 50% or more of the then outstanding Voting Stock, shall not constitute a Change of Control. In the event Executive resigns for Good Reason within twelve (12) months after a Change of Control or acquisition, or if the Executive is terminated without cause within twelve (12) months after a Change of Control or acquisition, as defined in (d) or (e) above, Executive shall receive, in addition to any severance to which he/she is entitled under § 5.2 of the Employment Agreement as amended, an additional sum equal to twelve (12) months of his/her base salary then in effect. Notwithstanding the occurrence of any of the events enumerated in this Section 5.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 15 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses.

5.6 The provisions of this Section 5 and the payments provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code, and shall be interpreted and administered consistent with such intent. To the extent required for compliance with Section 409A, references in this Agreement to a “termination of employment” shall mean a “separation of service” as defined by Section 409A. It is further intended that each installment of the payments provided hereunder shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

6. Nondisclosure and Noncompetition.

6.1 Proprietary Information.

(a) Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, Inventions and scientific information or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include Company related inventions, products, processes, methods, techniques, formulas, designs, drawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programs and codes, and customer and supplier lists and information, trade secrets, business plans, investor lists and information, deal or transaction information, diagrams, flow charts and product plans, plans for creation, prototypes, acquisition or disposition of products or publications, expansion plans, financial status, statements and plans, products, improvements, formulas, methods of distribution, product development plans. Executive will not disclose any Proprietary Information to others outside the Company except in the performance of his/her duties or use the same for any unauthorized purposes without written approval by an officer of the Company, either during or after his employment. As required under and subject to the Acknowledgment, Executive has confirmed with Stevens that he is free of any obligations to Stevens with respect to any inventions or other work product he creates, conceives of or reduces to practice for the Company in order that it remain Company Proprietary Information and that Stevens has no claim upon such information other than that required by federal law. Executive has documented his discussions in the Acknowledgement letter dated June 15, 2022, to Robert Liscouski, Chief Executive Officer, Quantum Computing, Inc, attached as Exhibit A, hereto.

(b) Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other material containing Proprietary Information, whether created by Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by Executive only in the performance of her/his duties for the Company.

(c) Executive agrees that his/her obligation not to disclose or use information, know-how and records of the types set forth in paragraphs (a) and (b) above, also extends to such types of information, know-how, records and tangible property of subsidiaries and joint ventures of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the course of the Company’s business.

(d) Return of Employer Documents and Information. The Executive will, upon any termination of his employment with the Company or upon the Company’s earlier demand, return to the Company all Proprietary Information in his possession, directly or indirectly, that is in written or other tangible form (together with all duplicates thereof), together with all copies, recordings, abstracts, notes, computer diskettes, computer or computer assisted data storage or reproductions of any kind made from or about the documents and tangible items return to the Company, or the information they contain, and that he will not retain or furnish any such Proprietary Information to any third party. Executive will also return all Employer-provided electronic storage devices, and provide for inspection any of Executive’s electronic storage devices used by him to conduct Company business on or before his termination of employment, or upon the Company’s earlier demand.

(e) Required Disclosures. In the event that Executive is required to disclose any information (Proprietary Information or otherwise) to, or by, any governmental, regulatory, or judicial authority, Executive shall give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement.

(f) Defense of Trade Secrets Act Notice. In accordance with 18 U.S.C. § 1833(b), nothing in this Agreement is intended to interfere with or discourage my good faith disclosure of a trade secret or other confidential information to any governmental entity related to a suspected violation of law.  Notwithstanding anything to the contrary in this Agreement, the federal Defend Trade Secrets Act (“DTSA”) provides that Executive cannot be held criminally or civilly liable under any federal or state trade secret law if Executive discloses a trade secret or other confidential information (a) in confidence to (i) any federal, state, or local government official, either directly or indirectly, or (ii) an attorney, and solely for the purpose of reporting or investigating a suspected violation of the law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. DTSA further provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

(g) Limits on Scope of Proprietary Information. Executive understands that Confidential Information shall not include information that has become publicly known through no wrongful act of Executive or of others who were under confidentiality obligations as to the item or items involved. Executive understands that in the event of a dispute, Executive shall bear the burden of proving that the information that would otherwise be Proprietary Information learned by virtue of his employment is in fact publicly known.

6.2 Inventions.

(a) Disclosure. Executive shall disclose, subject to the Acknowledgement, promptly to an officer or to attorneys of the Company in writing any idea, invention, work of authorship, whether patentable or un-patentable, copyrightable or un-copyrightable, including, but not limited to, any computer program, software, command structure, machine code, source or object code whether compilable or not, pseudo code, flow chart, data structure, documentation, compound, genetic or biological material, formula, manual, device, improvement, method, process, discovery, concept, algorithm, development, secret process, machine or contribution (any of the foregoing items hereinafter referred to as an “Invention”) Executive may conceive, make, develop or work on, in whole or in part, solely or jointly with others in conjunction with Executive’s activities for the Company. The disclosure required by this Section applies (a) to any invention related to the general line of business engaged in by the Company or to which the Company planned to enter during the period of Executive’s employment with the Company and for one year thereafter; (b) with respect to all Inventions related to the business of the Company whether or not they are conceived, made, developed or worked on by Executive during Executive’s employment with the Company; (c) whether or not the Invention was made at the suggestion of the Company; and (d) whether or not the Invention was reduced to drawings, written description, documentation, models or other tangible or intangible form.

(b) Assignment of Inventions to Company; Exemption of Certain Inventions. Executive hereby assigns to the Company without royalty or any other further consideration Executive’s entire right, title and interest in and to all Inventions which Executive conceives, makes, develops or works on during employment and for one year thereafter, except as limited by Section 6.2(a) above and those Inventions that Executive develops entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or trade secret information unless those Inventions either (a) relate at the time of conception or reduction to practice of the Invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (b) result from any work performed by Executive for the Company. Executive agrees to execute all documents and assist in all ways necessary to effectuate the assignment of Inventions pursuant to this Agreement, and hereby designates the Company to act as Executive’s attorney in fact to execute any document or perform any act necessary to effectuate said assignment in the absence of the Executive or inability or refusal of the Executive to provide said assistance.

(c) Records. Executive will make and maintain adequate and current written records of all Inventions. These records shall be and remain the property of the Company.

(d) Patents. Executive will assist the Company in obtaining, maintaining and enforcing patents and other proprietary rights in connection with any Invention covered by Section 6.2. Executive further agrees that his obligations under this Section shall continue beyond the termination of his employment with the Company, but if he is called upon to render such assistance after the termination of such employment, he shall be entitled to a fair and reasonable rate of compensation for such assistance. Executive shall, in addition, be entitled to reimbursement of any reasonable expenses incurred at the request of the Company relating to such assistance.

6.3 Prior Contracts and Inventions; Information Belonging to Third Parties. Executive represents that except for the Acknowledgement, and subject to any exclusion called for by federal law that there are no contracts to assign Inventions between any other person or entity and Executive. Executive further represents that (a) Executive is not obligated under any consulting, employment or other agreement which would affect the Company’s rights or my duties under this Agreement, (b) there is no action, investigation, or proceeding pending or threatened, or any basis therefor known to me involving Executive’s prior employment or any consultancy or the use of any information or techniques alleged to be proprietary to any former employer, and (c) the performance of Executive’s duties as an employee of the Company will not breach, or constitute a default under any agreement to which Executive is bound, including, without limitation, any agreement limiting the use or disclosure of proprietary information acquired in confidence prior to engagement by the Company. Executive will not, in connection with Executive’s employment by the Company, use or disclose to the Company any confidential, trade secret or other proprietary information of any previous employer or other person to which Executive is not lawfully entitled.

6.4 Noncompetition and Non-solicitation.

(a) Executive acknowledges that

(i) the direct or indirect disclosure of any Proprietary Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business;

(ii) by his training, experience and expertise, the Executive’s services to the Company will be special and unique; and

(iii) the Company has provided him with additional consideration in the form of the Agreement and Plan of Merger dated May 19, 2022, by and among the Company, Project Alpha Merger Sub I, Inc., a Delaware corporation, Project Alpha Merger Sub II, LLC, a Delaware limited liability company, QPhoton, Inc., a Delaware corporation and Executive, in order to obtain the covenants herein;

(iv) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm. Therefore:

(b) Other than Executive’s employment at Stevens, during Executive’s employment with the Company and for a period of 24 months after the termination of Executive’s employment with the Company for any reason or for no reason, Executive will not directly or indirectly, absent the Company’s prior written approval, render services of a business, professional or commercial nature to any other person or entity in the area of quantum computing or such other services or products provided by the Company at the time Executive’s employment terminates, in any geographical area where the Company does business at the time Executive’s employment terminates, whether such services are for compensation or otherwise, whether alone or in conjunction with others, whether as an employee, consultant, or independent contractor, or as a partner, or as a shareholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity.

(c) During the Executive’s employment with the Company and for a period of 24 months after the termination of Executive’s employment for any reason or for no reason, Executive will not hire, solicit, induce, encourage, or attempt to induce or encourage any employee, independent contractor, or consultant of the Company or assist any other person or entity in its efforts to hire, solicit, induce, encourage, or attempt to induce or encourage any employee, independent contractor, or consultant of the Company to terminate his or her employment or relationship with the Company, or to breach any other obligation to the Company.

(d) During the Executive’s employment with the Company and for a period of 24 months after termination of Executive’s employment for any reason or for no reason, Executive will not, directly or indirectly, conduct business with, or accept compensation from, contact, solicit, divert, diminish or take away, or attempt to solicit, contact, divert, diminish or take away, or assist any other person or entity in its efforts to contact, solicit, divert, diminish or take away the business or patronage of any of the clients, customers, accounts or funding sources which were clients, customers, accounts or funding sources of the Company within the 12 months prior to the termination of Executive’s employment, or which were active target clients, customers, accounts or funding sources, of the Company within the 12 months prior to the termination of Executive’s employment.

6.5 Interpretation of Agreement. If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be specifically revised and interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

6.6 Restrictions Necessary. The Executive acknowledges that the restrictions set forth in this Paragraph 6 are reasonable in scope and essential to protect the Company’s legitimate interests in safeguarding its Proprietary and Confidential Information, goodwill, customer/client/funding and employment relationships. Executive agrees that any breach of this Section will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to obtain preliminary and permanent injunctive relief (without the need to post bond). The foregoing does not limit the Company’s rights to money damages caused by lost earnings, profits and other benefits arising from such violations (which rights shall be cumulative). The prevailing party shall be entitled to recover its reasonable attorneys’ fees in such an action. In addition, the Company’s obligation, if any, to pay Executive the amounts set forth in Section 5.2 or 5.3 shall terminate in the event Executive materially breaches any terms and conditions in Section 6.

6.7 Tolling and other Claims. In the event the Executive should be in violation of the restrictive covenants hereinabove set forth, then any time limitation thereof shall be extended for a period of time equal to the period of time during which such breach or breaches should occur; and in the event it is necessary to seek relief against such breach or breaches in any court or before any arbitrator or mediator, these restrictive covenants shall be extended for a period of time equal to the pendency of such proceedings and all subsequent court proceedings and appeals. The existence of any claim or cause of action by the Executive against the Company, whether predicated on the Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants, but shall be resolved separately.

7. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral relating to the subject matter of this Agreement between the Company and the Executive. For the avoidance of doubt, however, this Agreement is in addition to, and shall not supersede any stock option agreement between the Company and Executive.

8. Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and Executive.

9. Dispute Resolution. With the exception of a Claim for injunctive relief as provided under Section 6, any controversy, dispute, or claim arising out of or relating to this Agreement or its interpretation (each, a “Dispute”), or arising out of or relating to Executive’s employment by the Company, unless resolved by agreement of the Parties – including but not limited to any potential federal, state or local statutory employment claims under local or Federal Wage and Hour Laws, including claims that could have been brought as class action, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act and any and all state and local laws relating to employment (“Employment Disputes”)– shall be resolved solely and exclusively as set forth in this Section.

9.1 The Parties shall submit all Employment Disputes that are able to be arbitrated as a matter of law to final and binding arbitration in New Jersey, in accordance with the then-existing rules of the American Arbitration Association. A single arbitrator shall conduct proceedings in accordance with the employment rules of the American Arbitration Association (“AAA”). If the Parties are unable to agree on a single arbitrator within ten (10) days after submitting the Dispute to arbitration, then the arbitrator shall be designated by the AAA. The arbitrator shall schedule the arbitration hearing to occur remotely or at a location within 60 miles of Executive’s home. The Parties shall equally share the costs associated with the arbitration, including the fees of the arbitrator and AAA. The Company and Executive shall each bear its/his/her own attorney’s fees.

Any Employment Claims that cannot be arbitrated as a matter of law shall be tried in a court of competent jurisdiction in New Jersey without a jury. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY AND EMPLOYEE WAIVES THE RIGHT TO ARBITRATE OR OTHERWISE LITIGATE CLASS ACTIONS AGAINST THE COMPANY.

Executive understands that nothing herein precludes the Executive from filing administrative charges with the Equal Employment Opportunity Commission (EEOC) or similar federal, state, or local agency, but that upon receipt of any right-to-sue letter or similar administrative decision, Executive shall submit the dispute to arbitration as set forth above.

This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration laws of the State of New Jersey. The award rendered by the arbitrators shall be final and judgment may be entered upon the award in any court of the State of New Jersey having jurisdiction over the matter. Nothing in this section shall be read to preclude the Company from seeking injunctive relief as described below.

Executive acknowledges and agrees that a breach or threatened breach by the Executive of the obligations pursuant to this Agreement – including without limitation the confidentiality, restrictive covenant provisions and inventions provisions in Section 6 of this Agreement – will cause the Company irreparable harm, the amount of which will be impossible to estimate or determine and that cannot be adequately compensated. Accordingly, notwithstanding the Parties’ agreement to arbitrate Employment Disputes between them, if dispute arises between the Parties related to breaches or threatened breaches of Section 6 of this Agreement, the Company shall be entitled to immediately or at any time thereafter seek injunctive relief with respect to such dispute in any court of competent jurisdiction in the State of New Jersey and shall be entitled to such injunctive relief without the need to post a bond. A judicial proceeding seeking injunctive relief hereunder shall not be stayed or delayed pending the outcome of any arbitration proceeding. The Company’s commencement of an action seeking injunctive relief hereunder, or the fact that the Company obtains such injunctive relief, shall not be deemed a waiver by the Company of any other right, remedy, claim, or defense of any kind and shall not preclude the Company from pursuing arbitration pursuant to this Agreement.

10.  Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party’s last known address or facsimile number or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section.

11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation into which the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of Executive are personal and shall not be assigned by her/him.

12.  Miscellaneous.

12.1  No Waiver. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

12.2  Severability. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

12.3  Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument and facsimile signatures delivered by fax or e-mail transmission shall be treated as originals.

12.4 Choice of Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of New Jersey, without regard to its conflict-of-law principles.

[Signature page follows]

IN WITNESS WHEREOF, each of the Company and Executive has executed this Amendment as of the date first above written.

[Signature page for employment agreement]

Exhibit A

Acknowledgement

(Attached as a separate file)

Exhibit B

Performance Goals for 2022

Exhibit C

RELEASE, WAIVER, AND REAFFIRMATION OF RESTRICTIVE COVENANT

THIS Release, Waiver, and Reaffirmation of Restrictive Covenant (the “Agreement”) is entered into by and between Quantum Computing Inc (the “Company”) and __________________ (the “Executive”), an individual residing at ___________________ (collectively, the “Parties”).

WHEREAS, as a result of the termination of the Employment Agreement between Executive and the Company, entered into between the Parties on _____________ (the “Employment Agreement”), Executive is required to execute a Release, Waiver, and Reaffirmation of Restrictive Covenants, in order to receive post-termination considerations contained in the Employment Agreement that Executive otherwise would not be entitled to;

THEREFORE, for good and valuable consideration, the Parties agree as follows:

1. Separation Payment.

(a) In consideration for signing this Agreement and provided that Executive executes, delivers in a timely manner and does not exercise his right to revoke this Agreement, the Company will pay Executive _______________ (the “Separation Payment”), in the manner set forth in Section __ of the Employment Agreement.

(b) Executive acknowledges that he would not receive the Separation Payment but for the termination of his employment and his execution of the Agreement. Executive acknowledges that he is not entitled to any further salary, benefits or other payments except earned but unpaid wage payments through his last date of employment and payment for any accrued unused vacation days in accordance with Company policy.

2. General Release of Claims by Executive. In consideration of payments under the Employment Agreement and for other good and valuable consideration, Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors and assigns, hereby forever releases and discharges the Company and its past, present, and future officers, directors, shareholders, trustees, joint venturers, partners, parent companies, Executives, representatives, consultants, attorneys, successors, assigns, subsidiaries and affiliates, (the “Company Releasees”) from any and all claims (including claims for attorneys’ fees and costs), charges, actions, and causes of action which he may presently have against the Company Releasees or any of them, whether known or not, based on anything which has happened up to the present. The Release includes, but is not limited to claims of/for: breach of contract (whether written or oral, express or implied, arising out of any offer letter or similar document, Employee handbook, personnel manual or employment policy); promissory estoppel or unjust enrichment; compensatory and/or punitive damages; public policy; tort, including without limitation, defamation; wrongful discharge or termination; negligence; impairment of economic opportunity or loss of business opportunity; fraud or misrepresentation (negligent or intentional); breach of the covenant of good faith and fair dealing; unfair labor practices; discrimination and retaliation; claims of violation of Age Discrimination in Employment Act (“ADEA”), as amended, the Older Worker Benefits Protection Act; Title VII of the Civil Rights Act of 1964, as amended (“TITLE VII”); the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (excluding claims for vested benefits); the Americans With Disabilities Act (“ADA”) as amended; the Family and Medical Leave Act (“FMLA”); the Uniformed Services Employment and Reemployment Rights Act (“USERRA”); the National Labor Relations Act (“NLRA”); the Worker Adjustment and Retraining Notification Act (“WARN”); the New Jersey Law Against Discrimination (“LAD”); the New Jersey Conscientious Executive Protection Act (“CEPA”); the New Jersey Family Leave Act (“FLA”); the New Jersey Wage and Hour laws; the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act; the Constitution of the United States and any State Constitutions; any other federal, state or local anti-discrimination law; any federal, state or local whistle-blowing law; any other federal, state or local family and/or medical leave law; any other federal, state or local wage and hour law; benefits including any Company provided plan or program; distributions of income or profit; ownership, stock, stock options, equity or otherwise; reimbursement; wages, commissions or bonuses; incentive compensation; salary continuation benefits; vacation, sick or other leave time; retirement, pension and/or profit sharing plans (excluding claims for vested benefits); relating to Executive’s application for hire, employment, or termination thereof, as well as any claims which Executive may have arising under or in connection with any and all local, state or federal ordinances, statutes, rules, regulations, executive orders or common law, from the beginning of the world up to and including the date of Executive’s execution of this Release (“Executive’s Released Claims”).

3. Representations and Covenant Not to Sue. Executive represents that he has not filed or caused to be filed any claim, complaint, or action against the Company or any other Company Releasees in any forum or form and that he is not presently a party to any such claim, complaint, or action. To the extent permitted by law, at no time subsequent to the execution of this Agreement will Executive file, maintain, or execute upon, or cause or permit the filing or maintenance or execution upon, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any judgment, charge, claim or action of any kind, nature and character whatsoever, known or unknown, which Executive may now have or has ever had against the Company or any other Company Releasees that is based in whole or in part on any matter covered by the Releases herein. Executive further represents that he will not participate voluntarily in any action brought by any third party against the Company or any other Releasees. Further, Executive agrees to waive his right to recover monetary damages or other individual relief in any such charge, complaint, or lawsuit filed by anyone else on his behalf.

4. Use and Return of Property and Equipment. Executive acknowledges and affirms that he has returned to Company any property of Company in his possession or control which refer or relate to Company’s business, or which are otherwise the property of Company including, but not limited to, all confidential and proprietary business information and documents, financial documents and files, papers, records, documents, letters, invoices, notes, memoranda, keys, customer and supplier lists, customer and supplier materials or documents, computers, computer data, office equipment, business equipment office keys, corporate credit card(s), building passes, and employment records, property or copies thereof, regardless of the form or medium retained or stored in (including electronic or digital form). Executive shall promptly provide the Company with a written list of any and all passwords, usernames, code words, and similar electronic access codes (collectively, “Security Codes”) used by him in connection with his employment by the Company. Executive shall indicate on the written list the software, computer, web site or other electronic gateway to which each listed Security Code applies. By signing this Agreement, Executive affirms that he has, in fact, returned to Company all such records, property or copies referred to in this paragraph, including, but not limited to, office keys, corporate credit card(s), building passes, and any business equipment previously issued to his, and Executive has not retained copies or duplicates of same.

5. Reaffirmation of Restrictive Covenant and Confidentiality Obligations. The covenants set forth in Paragraph 6 of the Employment Agreement are fully incorporated herein and Executive reaffirms their validity, enforceability and scope. Paragraph 6 of the Employment Agreement is specifically not superseded by this Separation Agreement and Release notwithstanding any representation to the contrary herein.

6. Confidentiality. The terms of this Agreement shall remain STRICTLY CONFIDENTIAL. Executive and the Company each agree not to disclose any information regarding the existence or substance of the Agreement, except that Executive may disclose such information to his spouse, accountant, tax advisor, or an attorney with whom Executive chooses to consult regarding his consideration of this Agreement, and the Company may disclose such information to its Officers, Directors, Senior Executives, HR staff, any of its Employees who have a business reason to know its contents, its internal and outside accounting, tax, and legal advisors (collectively, “Permitted Disclosures”), but only on the condition that all persons to whom a Permitted Disclosure is made agree to be bound by the confidentiality provisions of this Agreement. Executive and the Company each acknowledge and agree that disclosure of any of the terms and conditions of this Agreement in violation of this paragraph shall constitute and be deemed to be a material breach of this Agreement. Executive and the Company each affirm that as of the date of this Agreement he or it has not disclosed any of the terms of this Agreement, except as heretofore required by legitimate business and/or legal needs. However, nothing in this Agreement shall be interpreted to restrict the Parties’ right and/or obligation: (a) to testify truthfully in any judicial proceeding; or (b) to cooperate fully and provide information as requested in any investigation by a governmental agency or commission.

7. Non-Disparagement.

(a) Executive agrees that he will not make any disparaging remarks, written or verbal (including, but not limited to, via the Internet and social media), intended to adversely affect or having a foreseeable result of adversely affecting the Company or the services provided or the good name or reputation of its owners, officers, Executives, or any of the Company Releasees. Failure to comply with the non-disparagement of terms requirements of this paragraph will constitute a forfeiture of the Separation Payments set forth in Paragraph 5.

(b) However, nothing in this Agreement shall be interpreted to restrict the Parties’ right and/or obligation: (a) to testify truthfully in any judicial proceeding; or (b) to cooperate fully and provide information as requested in any investigation by a governmental agency or commission.

8. Executive Rights. Notwithstanding anything else herein, this Agreement is not intended to preclude Executive from (1) enforcing the terms of this Agreement; (2) challenging the validity of this Agreement; (3) filing a charge or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or the National Labor Relations Board or comparable state or local agency; or (4) initiating communications directly with, or responding to any inquiry from, or providing testimony before, the SEC, FINRA, any other self- regulatory organization or any other state or federal regulatory authority, regarding this settlement or its underlying facts or circumstances or any other matter.

9. Governing Law and Resolution of Disputes. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the conflicts of laws provisions of any state. Any dispute pertaining to this Agreement shall be brought only in a state or federal court of competent jurisdiction located within the State of New Jersey. Executive and the Company agree to subject themselves to the exclusive personal jurisdiction of those courts. The parties shall each be entitled to seek injunctive relief in accordance with applicable law for breaches (including anticipated breaches) of this Agreement. Executive agrees that the mailing by registered, certified, or overnight mail of any process to the Executive’s last known address shall constitute lawful and valid service or process thereof. In the event that any such suit is filed, Executive shall not raise and hereby waives the defenses of jurisdiction over the person and jurisdiction over the subject matter, including venue. Any dispute arising out of this Agreement or between the parties shall be tried without a jury.

10. Entire Agreement. This Agreement, and the surviving sections of the Employment Agreement sets forth the entire Agreement between the parties and fully supersedes any prior Agreements or understandings between the parties. Executive acknowledges that he has not relied on any representations, promises, or agreements of any kind made to Executive in connection with his decision to accept this Agreement, except for those set forth in this Agreement.

11. Amendment. This Agreement may not be modified, altered, or changed except upon express written consent of both parties. In signing this Agreement, the parties hereto represent and warrant that they are not relying on any statements, representations, or promises made by the other party or their agent(s) except as specifically set forth herein.

12. Attorneys’ Fees. Executive and the Company shall each bear his and its own costs, including attorneys’ fees, incurred in connection with this Agreement.

13. Capacity. The Company represents and warrants that the undersigned has the authority to act on behalf of it and to bind the Company to this Agreement. Executive represents and warrants that he has the capacity to act on his own behalf and to bind himself to this Agreement.

14. Assignments. Except as otherwise herein expressly provided, this Agreement shall inure to the benefit of and be binding upon Executive, his heirs, successors, and executors and shall inure to the benefit of the Company. Executive represents and warrants that he has not assigned or in any other manner conveyed any right or claim that he has or may have to any third party, and Executive shall not assign or convey to any assignee for any reason any right or claim covered by this Agreement, or the consideration, monetary or other, to be received by him hereunder. The Company may assign its rights and obligations under this Agreement to any third party in its discretion provided that there is no breach of the Confidentiality provision set forth above.

15. Non-Waiver. The failure of the Company or Executive to insist upon the performance of any of the terms and conditions of this Agreement or the failure of the Company or Executive to prosecute any breach of this Agreement, shall not be construed or considered a waiver of any such term or condition of this Agreement; to wit, the entire Agreement shall remain in full force and effect as if no such forbearance or failure of performance had occurred.

16. OWBPA Waiver. Executive acknowledges and confirms that he is waiving any claims under the ADEA as amended by the Older Workers Benefit Protection Act (“OWBPA”) and that:

(a) he is receiving consideration which is in addition to anything of value to which he otherwise would have been entitled; and

(b) this Agreement is written in a manner understood by Executive and that he fully understands the terms of this Agreement and enters into it voluntarily without any coercion on the part of any person or entity; and

(c) he was given adequate time to consider all implications and to freely and fully consult with and seek the advice of whomever he deemed appropriate and has done so; and

(d) he acknowledges and confirms that he was not eligible to participate in any other separation offer from the Company; and

(e) he was advised in writing, by way of this Agreement, to consult an attorney before signing this Agreement; and

(f) he has a period of twenty-one (21) days commencing from the date he receives this Agreement to consider it and return the signed Agreement to _________________. Executive may voluntarily execute and deliver the Agreement prior the expiration of the twenty-one (21) day period. Executive will have seven days from the date he signs this Agreement to revoke the Agreement. Any revocation of this Agreement must be in writing and received by _________ before the expiration of the seven day revocation period. This Agreement will not become effective or enforceable until receipt of Executive’s executed Agreement and the expiration of the seven (7) day revocation period. Executive’s signature below indicates that he is entering into this Agreement freely, knowingly and voluntarily, with a full understanding of its terms. If Executive fails to execute and deliver this Agreement in a timely manner, or if Executive signs and then revokes this Agreement, he will not be entitled to the Separation Payment provided herein.

HAVING ELECTED TO EXECUTE HIS RELEASE, TO FULFILL THE PROMISES, AND TO RECEIVE THE PAYMENTS, SET FORTH ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST THE COMPANY.

The parties hereto knowingly and voluntarily executed this Release, Waiver, and Reaffirmation of Restrictive Covenant as of the date set forth below.

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