Quantum Computing Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 18th, 2019 • Quantum Computing Inc. • Services-prepackaged software • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of _________, 20__, by and between QUANTUM COMPUTING INC., a Delaware corporation, with headquarters located at 215 Depot Court SE, Suite 215, Leesburg, VA 20175 (the “Company”), and _____________, a __________________, with its address at ____________________________________ (the “Buyer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 18th, 2019 • Quantum Computing Inc. • Services-prepackaged software • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 20__, by and between QUANTUM COMPUTING INC., a Delaware corporation (the “Company”), and ______________________________, a __________________________________ (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

COMMON STOCK PURCHASE WARRANT QUANTUM COMPUTING INC.
Security Agreement • May 8th, 2020 • Quantum Computing Inc. • Services-prepackaged software • New York

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

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 8th, 2025 • Quantum Computing Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 7, 2025, between Quantum Computing Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, “Purchaser”).

Securities Purchase Agreement
Securities Purchase Agreement • August 12th, 2024 • Quantum Computing Inc. • Services-prepackaged software • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of August 6, 2024, is entered into by and between Quantum Computing Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • May 8th, 2020 • Quantum Computing Inc. • Services-prepackaged software • Kansas

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of _____, 2020 (the “Execution Date”), by and between Quantum Computing Inc., a Delaware corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).

Registration Rights Agreement
Registration Rights Agreement • November 17th, 2021 • Quantum Computing Inc. • Services-prepackaged software • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of November 10, 2021, among Quantum Computing Inc., a Delaware corporation (the “Company”) and each of the persons who have executed omnibus signature page(s) hereto (each, a “Subscriber” and, collectively, the “Subscribers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 17th, 2021 • Quantum Computing Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November ___, 2021, between Quantum Computing Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Note Purchase Agreement
Note Purchase Agreement • September 28th, 2022 • Quantum Computing Inc. • Services-prepackaged software • Utah

This Note Purchase Agreement (this “Agreement”), dated as of September 23, 2022, is entered into by and between Quantum Computing Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

Security Agreement
Security Agreement • August 12th, 2024 • Quantum Computing Inc. • Services-prepackaged software • Utah

This Security Agreement (this “Agreement”), dated as of August 6, 2024, is executed by Quantum Computing Inc., a Delaware corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).

COMMON STOCK PURCHASE WARRANT Quantum Computing INC.
Common Stock Purchase Warrant • November 13th, 2020 • Quantum Computing Inc. • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date” or the “Issue Date”) and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day, but not thereafter, to subscribe for and purchase from Quantum Computing Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). For purposes of this Warrant, Trading Day shall mean a day on which

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2020 • Quantum Computing Inc. • Services-prepackaged software • New York

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

QUANTUM COMPUTING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EMPLOYEE
Non-Qualified Stock Option Agreement • March 21st, 2025 • Quantum Computing Inc. • Services-prepackaged software • Virginia

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the ____ day of _____, 20__ by and between Quantum Computing, Inc., a Delaware corporation (the “Company”) and ______ (the “Optionee”).

GUARANTY
Guaranty • August 12th, 2024 • Quantum Computing Inc. • Services-prepackaged software • Utah

This GUARANTY, made effective as of August 6, 2024, is given by QPhoton, LLC, a Delaware limited liability company, Qubittech International, Inc., a Delaware corporation, Qubittech, Inc., a Delaware corporation, and QI Solutions, Inc., a Delaware corporation (each a “Guarantor” and collectively the “Guarantors”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (collectively “Lender”).

QUANTUM COMPUTING INC. 215 Depot Court, SE Leesburg, VA 20175 EMPLOYMENT AGREEMENT
Employment Agreement • January 3rd, 2022 • Quantum Computing Inc. • Services-prepackaged software • Virginia

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 3rd day of January, 2022 (the “Effective Date”), between William J. McGann (“Executive”) and Quantum Computing Inc. (the “Company”), a Delaware corporation.

COMMON STOCK PURCHASE WARRANT Quantum Computing INC.
Common Stock Purchase Warrant • August 3rd, 2020 • Quantum Computing Inc. • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date” or the “Issue Date”) and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day, but not thereafter, to subscribe for and purchase from Quantum Computing Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). For purposes of this Warrant, Trading Day shall mean a day on which the principa

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 12th, 2024 • Quantum Computing Inc. • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 12th, 2024 • Quantum Computing Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2024, between Quantum Computing Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, “Purchaser”).

Form of Lock-Up Agreement
Lock-Up Agreement • January 8th, 2025 • Quantum Computing Inc. • Services-prepackaged software

Re: Placement Agency Agreement, dated as of January 7, 2025 (the “Placement Agreement”), between Quantum Computing Inc. (the “Company”) and Titan Partners Group LLC, a division of American Capital Partners, LLC,.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 8th, 2020 • Quantum Computing Inc. • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of ______, 2020, (the “Execution Date”), is entered into by and between QUANTUM COMPUTING INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (the “Buyer”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 24th, 2025 • Quantum Computing Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2025, between Quantum Computing Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, “Purchaser”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 8th, 2025 • Quantum Computing Inc. • Services-prepackaged software • New York
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • June 21st, 2022 • Quantum Computing Inc. • Services-prepackaged software • New York

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).

SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • June 2nd, 2020 • Quantum Computing Inc. • Services-prepackaged software

This Second Amendment to Common Stock Purchase Warrant (“Second Amendment”), is made and entered into effective as of May 28, 2020 (the “Effective Date”), by and between Quantum Computing Inc., a Delaware corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrants (as defined below).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 8th, 2025 • Quantum Computing Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2025, between Quantum Computing Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, “Purchaser”).

AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • February 25th, 2020 • Quantum Computing Inc. • Services-prepackaged software

This Amendment to Common Stock Purchase Warrant (“Amendment”), is made and entered into effective as of February 14, 2020 (the “Effective Date”), by and between Quantum Computing Inc., a Delaware corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrants (as defined below).

QUANTUM COMPUTING INC. 215 Depot Court, SE Leesburg, VA 20175 EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2022 • Quantum Computing Inc. • Services-prepackaged software • New Jersey

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.

Form of Lock-Up Agreement
Lock-Up Agreement • September 24th, 2025 • Quantum Computing Inc. • Services-prepackaged software

Re: Placement Agency Agreement, dated as of September 21, 2025 (the “Placement Agreement”), between Quantum Computing Inc. (the “Company”) and Titan Partners Group LLC, a division of American Capital Partners, LLC,.

STOCKHOLDERS AGREEMENT DATED AS OF [●], 2022 AMONG QUANTUM COMPUTING INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • June 21st, 2022 • Quantum Computing Inc. • Services-prepackaged software • Delaware

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.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 24th, 2025 • Quantum Computing Inc. • Services-prepackaged software • New York
First Amendment to At the Market Issuance Sales Agreement
At the Market Issuance Sales Agreement • August 21st, 2023 • Quantum Computing Inc. • Services-prepackaged software

This First Amendment to At the Market Issuance Sales Agreement (this “Amendment”) is entered into on ___, 2023 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Quantum Computing, Inc. (the “Company”). Defined terms used herein have the definitions assigned to them in the At the Market Issuance Sales Agreement between the parties dated December 5, 2022 (the “Offering Agreement”). Unless specifically amended or modified herein, the other terms of the Offering Agreement remain in full force and effect, not amended or modified, as of the date hereof.

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2023 • Quantum Computing Inc. • Services-prepackaged software • Virginia

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 26 day of June, 2023 (the “Effective Date”), between Christopher Boehmler (“Executive”) and Quantum Computing Inc. (the “Company”), a Delaware corporation.

Lock-Up Agreement
Lock-Up Agreement • June 25th, 2025 • Quantum Computing Inc. • Services-prepackaged software

Re: Placement Agency Agreement, dated as of June 22, 2025 (the “Placement Agreement”), between Quantum Computing Inc. (the “Company”) and Titan Partners Group LLC, a division of American Capital Partners, LLC,.

AMENDMENT 1 TO EMPLOYMENT AGREEMENT Between QUANTUM COMPUTING INC. and YUPING HUANG
Employment Agreement • November 6th, 2024 • Quantum Computing Inc. • Services-prepackaged software

This First Amendment to Employment Agreement (this “First Amendment”) is made as of the 1st day of September 2024, between Yuping Huang (the “Executive”) and Quantum Computing Inc. (the “Company”), and amends in certain respects that certain Employment Agreement dated as of June 16, 2022, between the Executive and the Company (the “Original Employment Agreement”).

Form of Lock-Up Agreement
Lock-Up Agreement • October 8th, 2025 • Quantum Computing Inc. • Services-prepackaged software

Re: Placement Agency Agreement, dated as of October 5, 2025 (the “Placement Agreement”), between Quantum Computing Inc. (the “Company”) and Titan Partners Group LLC, a division of American Capital Partners, LLC.