Exhibit 10.9


 


ADVISORY
AGREEMENT


 


The
Advisor Agreement (“Agreement”) effective as of 27 October 2021 (the “Effective Date”), between ASP Isotopes,
Inc. (including its successors and assigns, the “Company”) and ChemBridges LLC, a Puerto Rico limited liability company (“Advisor”).


 


WHEREAS,
the Company is an emerging global leader in production of high purity isotopes for medical diagnostics and other applications.


 


WHEREAS,
ChemBridges LLC (a Puerto Rico-based and registered company) is a strategic advisory firm, with extensive experience in analysis of chemical
markets, chemical and allied products, technology, financial and investment analysis.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.
Term. Subject to earlier termination option (described in Section 5), the term of this Agreement shall be effective at the day
of signing by both parties (the “Effective Date”) and shall continue for 36 months thereafter. This Agreement will be “evergreen”,
automatically extended for another 12 months, unless terminated by a written notice from either party three months prior to the contract
expiration. The period of time from the Effective Date through the termination of this Agreement is herein referred to as the “Term.”


 


2.
Scope of Services.


 


The
scope of Advisory role by ChemBridges LLC is to provide subject matter expertise on a wide range of commercial activity and strategic
execution of key global business objectives, including but not limited to the advisory services on strategy, M&A, R&D, organic
growth, operational optimization, commercial excellence, IR and corporate governance (collectively, the “Services”).


 


3.
Provision of Advisory Services.


 


 a) During the Term, Advisor shall retain Sergey Vasnetsov (“Principal”) to perform the Services with assistance of Principal’s research associates (if and as needed, depending on a project) (the Principal and any such research associates, each a “Representative” and collectively the “Representatives”). It is acknowledged and agreed that: (i) selection of type and timing of Services will be directed by the Company’s Chief Executive Officer for the benefit of the Company and (ii) Advisor is not providing continuous and regular supervisory or management services. Advisor shall devote time and resources as are necessary for the performance of the Services hereunder on an as-needed basis, as may reasonably be requested by Company and agreed to by Advisor.




 


 b) Subject to Section 12(a), (b) and (c), and provided Advisor performs the Services as required by this Agreement, nothing in this Agreement shall prohibit Advisor from providing consulting or advisory services to any Person other than a Competitor. In this Agreement:




 


 a “Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, association, organization, or any other entity; and




 


 b “Competitor” means any Person that directly or indirectly competes with the Company or any of its affiliates or subsidiaries in the business of sourcing, developing, selling, marketing, or producing of isotopes.




 


 c) Advisor acknowledges and agrees to be responsible for providing its own office space and office equipment, and to be available for communication with Company as may be reasonably requested via telephone, video conferences and email. Advisor further acknowledges that advisory services may require his domestic or international travel.




 


 d) As an independent contractor, Advisor is responsible for paying appropriate taxes to relevant government entities. The parties agree that by virtue of the provision of the Services under this Agreement, Advisor shall not be entitled to any Company benefits, including but not limited to life insurance, accident and health insurance, death benefits, qualified pension or retirement plan, vacations, sick days or other benefits that Company provides to its full-time employees.




 






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	4.	Binding
                                            on Advisor’s Employees and Agents. The requirements of this Agreement, including,
                                            without limitation, the terms and conditions relating to confidentiality, conflict, non-solicitation,
                                            deliverables, assignment of work product and intellectual property rights, shall be binding
                                            on Principal, each other Representative, and any other employees, agents or contractors of
                                            Advisor. Advisor covenants and agrees to cause Principal and each other Representative to
                                            accept and agree in writing to be bound by the terms of this Agreement relating to confidentiality,
                                            conflict, non-solicitation, and assignment of work product and intellectual property rights.



 


	5.	Termination
                                            of Services. Advisor may terminate this Agreement for any reason (“without
                                            cause”) upon 180 days’ advance written notice to the Company. Likewise, the Company
                                            may terminate this agreement “without case” upon 180 days advance written notice
                                            to Advisor. The Company may also terminate this Agreement upon written notice to Advisor
                                            if Advisor materially breaches any provision of this Agreement and does not cure the breach
                                            within 2 weeks of notification by Company of such breach. Upon termination of this Agreement
                                            under this Section 5 (or upon non-renewal of the Term as provided in Section 1) Company shall
                                            have no further obligation to Advisor hereunder except for reimbursement of any unreimbursed
                                            Advisor expenses and pro-rata payment for the partial year of Advisor Services up to the
                                            effective termination date, including impact of 180 days advance notice written by either
                                            party.



 


	6.	Compensation.
                                            Full compensation for the Services will include two components, as follows:



 


a)
Within ten (10) business days following the Effective Date, the Board of Directors of the Company (the "Board") will grant
to Advisor 600,000 shares of restricted stock (the "Restricted Shares") under the Company's 2021 Stock Incentive Plan (the
"SIP"). The Restricted Shares shall vest in three (3) equal annual installments beginning on the first anniversary of the
Effective Date, and all vested shares immediately become unrestricted common shares, the property of Advisor. The Restricted Shares
will be subject to the terms of the SIP and a form of award agreement approved by the Board. Any unvested Restricted Shares will be
forfeited to the Company for no consideration upon termination of this Agreement.


 


b)
On the last day of each of the first eight calendar quarters following the first anniversary of the Effective Date, the Board will
grant to Advisor an unrestricted award of common stock of the Company (each a "Common Stock Award") with a value of One
Hundred Sixty Thousand Dollars ($160,000) annually. The number of shares granted in each Common Stock Award shall be determined by
dividing $40,000 by the fair market value per share of Common Stock, as determined in good faith by the Board (which, if the
Company's common stock is publicly traded on a national securities exchange shall be the closing price per share on the trading day
immediately preceding the applicable Common Stock Award grant date, as reported by the principal trading market for the Company's
common stock).


 


	7.	Expense
                                            Reimbursement. During the Term of this agreement, the Company shall reimburse the
                                            Advisor for all reasonable out-of-pocket expenses incurred by the Advisor in attending any
                                            in-person meetings, provided that the Advisor complies with the generally applicable policies,
                                            practices and procedures of the Company for submission of expense reports, receipts or similar
                                            documentation of such expenses.



 


	8.	Compliance
                                            with Rules. Advisor shall fully comply with all of the Company’s working and
                                            safety rules, when working at Company’s facility(ies) or premises, and Advisor shall
                                            be responsible for his actions while on Company premises or otherwise providing the Services
                                            requested by Company.



 






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	9.	Compliance
                                            with Law. During the performance of the Services, Advisor, at his own expense and
                                            at all times, shall comply with any and all laws and ordinances and any and all rules, regulations,
                                            and orders of public authorities applicable thereto, including, but not limited to, tax and
                                            social welfare laws, applicable worker’s compensation laws, unemployment insurance
                                            requirements, employer’s liability requirements, and minimum wage.



 


	10.	Severability.
                                            Should any provision of this Agreement be invalidated or rendered void by a court
                                            of competent jurisdiction, such decision shall not affect the remaining provisions, which
                                            will remain in full force and effect as if the invalid or void provision had not been included
                                            in the original Agreement.



 


	11.	Advisor’s
                                            Representation and Acknowledgment. Advisor represents to the Company that his execution
                                            and performance of this Agreement shall not be in violation of any agreement or obligation
                                            (whether or not written) that he may have with or to any person or entity, including without
                                            limitation, any prior or current employer. Advisor hereby acknowledges and agrees that this
                                            Agreement (and any other agreement or obligation referred to herein) shall be an obligation
                                            solely of the Company, and Advisor shall have no recourse whatsoever against any stockholder
                                            of the Company or any of their respective affiliates with regard to this Agreement.



 


	12.	Advisor
                                            and Principal Covenants. (a) Unauthorized Disclosure. Advisor agrees and understands
                                            that in its position with the Company, it will be exposed to and receive information relating
                                            to the confidential affairs of the Company, including, but not limited to, research programs
                                            and results, data, scientific concepts, inventions and technical information (collectively,
                                            “Company IP”), business and marketing plans, strategies, customer information,
                                            other information concerning the Company’s research and development activities, products,
                                            promotions, development, financing, expansion plans, business policies and practices, and
                                            other forms of information considered by the Company to be confidential and in the nature
                                            of trade secrets. Advisor agrees that during the Term and thereafter, Advisor will keep such
                                            information confidential and will not disclose such information, either directly or indirectly,
                                            to any third person or entity without the prior written consent of the Company; provided,
                                            however, that (i) Advisor shall have no such obligation to the extent such information is
                                            or becomes publicly known or generally known in the Company’s industry other than as
                                            a result of Advisor’s breach of its obligations hereunder and (ii) Advisor may, after
                                            giving prior notice to the Company to the extent practicable under the circumstances, disclose
                                            such information to the extent required by applicable laws or governmental regulations or
                                            judicial or regulatory process. This confidentiality covenant has no temporal, geographical
                                            or territorial restriction. Upon termination of the Term, Advisor will promptly return to
                                            the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda,
                                            writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
                                            maps, logs, machines, technical data, other product or document, and any summary or compilation
                                            of the foregoing, in whatever form, including, without limitation, in electronic form, which
                                            has been produced by, received by or otherwise submitted to Advisor in the course or otherwise
                                            as a result of Advisor’s position with the Company during or prior to the Term, provided
                                            that the Company shall retain such materials and make them available to Advisor if requested
                                            by it in connection with any litigation against Advisor under circumstances in which (i)
                                            Advisor demonstrates to the reasonable satisfaction of the Company that the materials are
                                            useful to its defense in the litigation and (ii) the confidentiality of the materials is
                                            preserved to the reasonable satisfaction of the Company.



 


(b)
Non-Solicitation. During the Term and for a period of three (3) years thereafter, Advisor shall not interfere with the Company’s
relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Term and/or at
any time during the one year period prior to the termination of the Term, was an employee, contractor, service provider, customer, or
vendor of the Company or otherwise had a material business relationship with the Company.


 






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(c)
No Conflict. Advisor will not engage in any activity that creates an actual or perceived conflict of interest with the Company, regardless
of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Advisor agrees to immediately
notify the Board before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company.
Advisor shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not
limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company
without the approval of the disinterested members of the Board. Nothing in this Section 6(c) shall prohibit Advisor from being (i) a
stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of any class of securities of a corporation,
which are either private or publicly traded, so long as Advisor has no active participation in the business of such corporation or (iii)
serving as an employee, consultant, director, advisor or board member of any other company that does not engage in any activity that
is in direct competition with the Company.


 


(d)
Remedies. Advisor agrees that any breach of the terms of this Section 12 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law; Advisor therefore also agrees that in the event of said breach or any threat
of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach
and/or continued breach by Advisor and/or any and all entities acting for and/or with Advisor without having to prove damages or paying
a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall
not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited
to, the recovery of damages from Advisor. Advisor acknowledges that the Company would not have entered into this Agreement had Advisor
not agreed to the provisions of this Section 12.


 


(e)
During the Term, and at all times thereafter, Advisor shall cooperate with the Company, at the Company’s sole cost and expense
(not including legal fees and expenses that Advisor may incur by retaining independent counsel), with respect to matters about which
Advisor has knowledge, including, without limitation (i) matters involving any review, audit or investigation by the Company and (ii)
any pending or threatened claim, demand, action, cause of action, suit, litigation, or administrative or arbitral proceeding, hearing
or review, including, without limitation, any request from a regulatory or similar agency, involving the Company.


 


(f)
The provisions of this Section 12 shall survive any termination of the Term, and the existence of any claim or cause of action by Advisor
against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company
of the covenants and agreements of this Section 12.


 


	13.	Work
                                            Product. In the event that Advisor participates in any of the Company’s research
                                            and development activities (“Company Practice”), or pursues research and development
                                            activities that are premised on, or extensions of, in whole or in part, research or development
                                            activities carried on by the Company (“Derivative Practice”), then the Company
                                            shall own all right, title and interest relating to all inventions, improvements, discoveries,
                                            methods, developments, software, and works of authorship, whether patentable or not, which
                                            are created, made, conceived or reduced to practice by Advisor or jointly with others and
                                            are either materially derivative from Company Practice or Derivative Practice or involved
                                            Advisor’s use of Company IP (collectively, “Developments”). Advisor agrees
                                            to make full and prompt disclosure to the Company of all Developments and provide all Developments
                                            and all materials and concepts relating to Developments to the Company. Advisor hereby assigns
                                            to the Company or its designee all of Advisor’s right, title and interest in and to
                                            any and all Developments. Advisor agrees to cooperate fully with the Company, both during
                                            and after the term of this Agreement, with respect to the procurement, maintenance and enforcement
                                            of intellectual property rights (both in the United States and foreign countries) relating
                                            to any Developments. Advisor shall sign all documents which may be necessary or desirable
                                            in order to protect the Company’s rights in and to any Developments, and Advisor hereby
                                            irrevocably designates and appoints each officer of the Company as Advisor’s agent
                                            and attorney-in-fact to execute any such documents on Advisor’s behalf, and to take
                                            any and all actions as the Company may deem necessary or desirable in order to protect its
                                            rights and interests in any Developments. Notwithstanding anything to the contrary above,
                                            this Section 13 does not apply to an invention for which no equipment, supplies, facility
                                            of the Company or Company IP was used, unless the invention relates to the business of the
                                            Company or to the Company’s actual or demonstrably anticipated research or development,
                                            or the invention results from any work performed by Advisor for the Company.



 






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	14.	Notices.
                                            Every notice relating to this Agreement shall be in writing and shall be given by
                                            personal delivery or by email with a read receipt; to:



 


If
to the Company:


 


Attn:
CEO of ASP Isotopes Inc.


 


 433 Plaza Real, Suite 275 Boca Raton, FL. 33432




 


Email:
pmann@aspisotopes.com


 


If
to Advisor at the address set forth below Indemnitee signature hereto.


 


Either
of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant
to this Section 14.


 


	15.	Binding
                                            Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon
                                            the parties hereto and their respective heirs, executors, personal representatives, estates,
                                            successors (including, without limitation, by way of merger) and assigns. Notwithstanding
                                            the provisions of the immediately preceding sentence, neither Advisor nor the Company shall
                                            assign all or any portion of this Agreement without the prior written consent of the other
                                            party
	 	 
	16.	Limitation
                                            of Liability.



 


 a) Neither party is assuming any liability for the actions or omissions of the other party except as stated in this Agreement. Company is one of the global industry leaders in its field, and is a sophisticated customer of consulting and advisory services. As such, Company shall indemnify Advisor for all claims arising out of Advisor’s performance of the services, due to intended and unintended use of Advisor’s advice and results of Advisor’s services for Company, arising both during and at any time after the Term.




 


 b) Notwithstanding any provision to the contrary, nothing in this Agreement limits or excludes either party’s liability to the extent it relates to: death or personal injury caused by its negligence; fraud; fraudulent misrepresentation; or any other liability which may not be lawfully limited or excluded.




 


 c) Neither party shall be liable for consequential, special, incidental or indirect losses including, without limitation, (i) loss of profits, revenue or goodwill; (ii) loss of business or (iii) loss of anticipated savings.




 


 d) Each party agrees to use all reasonable endeavors to mitigate any losses which it may suffer under or in connection with this Agreement (including in relation to any losses covered by an indemnity) and any amounts it seeks from the other party in respect of any such liability.




 


	17.	Advisor’s
                                            Representations and Warranties.



 


 a) Advisor has the full power and authority to enter into this Agreement without the consent or approval of any other person, including any present or previous employers, and




 


 b) Advisor’s execution, delivery and performance of this Agreement will not violate or cause a breach of any existing employment, consultant or any other agreement, covenant, promise or any other duties by which Advisor is bound, including confidentiality obligations or covenants not to compete including any present or previous employers.




 


18. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference
to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined
in any court in Delaware and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided,
however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted
to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent
third party.


 






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This
Agreement has been duly executed by the parties as of the date first written above.


 


Accepted
and Agreed:


 


	 	ASP
    Isotopes Inc.
	 	 	 
	 	By:	/s/
    Paul Mann  
	 	Name: 	Paul
    Mann
	 	Title:	CEO
     
	 	Date:	 
	 	 	 
	 	ChemBridges
    LLC
	 	 	 
	 	/s/ Sergey Vasnetsov
	 	Name:	Sergey
    Vasnetsov
	 	Title:	President
     
	 	Date:	28
    October 2021



 






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AMENDMENT
TO ADVISORY AGREEMENT


 


Amendment
to Advisory Agreement, dated as of July 1, 2022 (the “Amendment”), between ASP Isotopes Inc., a Delaware corporation
(including its successors and assigns, the “Company”), and ChemBridges LLC, a Puerto Rico limited liability company (“Advisor”,
and together with the Company, the “Parties”, and each, a “Party”).


 


WHEREAS,
the Parties have entered into an Advisory Agreement, dated as of October 27, 2021 (the “Existing Agreement”);


 


WHEREAS,
Advisor has made significant contributions to the achievement of the Company’s objectives and devoted significant time and attention,
at the Company’s request, beyond the scope of advisory services contemplated by the Existing Agreement; and


 


WHEREAS,
the Parties desire to amend the Existing Agreement to provide additional compensation to Advisor to incentivize continued future performance
and encourage retention of services on the terms and subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


 


1. Definitions.
Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing
Agreement.


 


2. Amendments
to the Existing Agreement. As of the
Amendment Effective Date (defined below), the Existing Agreement is hereby amended or modified as follows:


 


(a)
Section 6(a) of the Existing Agreement is hereby amended by inserting at the end of such Section 6(a) the following new
sentences:


 


“The
Board will grant to Advisor an additional 600,000 shares of restricted stock under the SIP, which will vest quarterly over a one-year
period from grant (i.e., in equal increments of 150,000 shares on the first day of October in 2022 and January, April and July in 2023),
subject to Advisor’s Continuous Service (as defined in the SIP) as of each such date. Such additional shares of restricted stock
will be subject to the terms and conditions of the SIP and a restricted stock award agreement between the Company and Advisor.”


 


3. Date
of Effectiveness; Limited Effect. This
Amendment will become effective as of the date first written above (the “Amendment Effective Date”). Except as expressly
provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect
and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained
herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or
consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On
and after the Amendment Effective Date, each reference in the Existing Agreement to “this Agreement,” “the
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference
to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection
with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment.


 






     


     


    

 


4. Miscellaneous.


 


(a)
This Amendment is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of
laws provisions of such State.


 


(b)
This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and
permitted assigns.


 


(c)
The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.


 


(d)
This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same
agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an
original executed counterpart of this Amendment.


 


(e)
This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral,
with respect to such subject matter.


 






     


    


    

 


IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.


 


	 	ASP
                    Isotopes Inc.



	 	 
	 	By:	/s/
                                            Paul Mann

    

	 	Name: 	Paul
    Mann
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	ChemBridges
                    LLC






	 	 
	 	By:	/s/
                                            Sergey Vasnetsov

	 	Name:	Sergey
    Vasnetsov
	 	Title:	President