0001213900-22-034003 Sample Contracts

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

Registration Rights and Lock-Up Agreement • June 21st, 2022 • Quantum Computing Inc. • Services-prepackaged software • New York

• Contract Type
  Registration Rights and Lock-Up Agreement
• Filed
  June 21st, 2022
• Company
  Quantum Computing Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  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).

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

• Contract Type
  Employment Agreement
• Filed
  June 21st, 2022
• Company
  Quantum Computing Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  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.

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

• Contract Type
  Stockholders Agreement
• Filed
  June 21st, 2022
• Company
  Quantum Computing Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  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.

ESCROW AND EXCHANGE AGENT AGREEMENT

Escrow and Exchange Agent Agreement • June 21st, 2022 • Quantum Computing Inc. • Services-prepackaged software • Delaware

• Contract Type
  Escrow and Exchange Agent Agreement
• Filed
  June 21st, 2022
• Company
  Quantum Computing Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

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).