Exhibit 10.3


 


ASP Isotopes
Inc.


2021
Stock Incentive Plan


 


Performance
Share Award Grant Notice


 


ASP Isotopes Inc., a Delaware
corporation (the “Company”), hereby grants Paul Mann, a resident of the State of Florida (the “Recipient”),
an award (this “Award”) of performance-based shares of Restricted Stock (“Performance Shares”) under
the Company’s 2021 Stock Incentive Plan (the “Plan”).


 


	1.	Number of Performance Shares:



 


The number of Performance
Shares granted to the Recipient pursuant to this Award is 1,500,000.


 


	2.	Date of Grant:



 


The date of grant of the Performance
Shares is October 4, 2021 (the “Grant Date”).


 


	3.	Vesting Conditions:



 


See Attachment A.


 


	4.	Additional Terms:



 


The Performance Shares are
subject to all of the terms and conditions set forth herein and in the Plan and the Performance Share Award Agreement (the “Award
Agreement”), each of which is attached hereto and incorporated herein in their entirety.


 




    Performance Share Award Grant Notice – Page 1 of 2


     


    

 


	5.	Execution:



 


By his signature below or
by electronic acceptance or authentication in a form authorized by the Company, the Recipient hereby: (a) agrees to be bound by the terms
and conditions of the Plan, the Award Agreement and this Grant Notice; (b) acknowledges and agrees that the Recipient has reviewed the
Plan, the Award Agreement, and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Grant Notice and fully understands all provisions of the Plan, the Award Agreement and this Grant Notice; and (c) agrees to accept
as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, the Award
Agreement, or this Grant Notice (including any exhibit attached hereto).


 


	ASP ISOTOPES
    INC.	 	RECIPIENT
	 		 	 	 
	By:	/s/ Robert Ainscow

	 	By:	/s/ Paul Mann


	Print Name:	Robert Ainscow

	 	Print Name:	Paul Mann


	Title:	Vice President

	 	Address:	


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Attachments:


 


Attachment A
– Vesting Conditions


Attachment B
– Performance Share Award Agreement


Attachment C
– ASP Isotopes Inc. 2021 Stock Incentive Plan


 




    Performance Share Award Grant Notice – Page 2 of 2


     


    

 


Attachment A


 


Vesting Conditions


 


General


 


The number of Performance Shares that may become
vested and nonforfeitable will range for zero to 1,500,000, depending on the Adjusted Share Price on the Measurement Date. If on the Measurement
Date, the Adjusted Share Price:


 


		(a)	is less than $5.00, then all Performance Shares covered by this award will be immediately forfeited for
no consideration;



 


		(b)	equals or exceeds $5.00, then the Recipient will vest in 20% of the Performance Shares on the Measurement
Date;



 


		(c)	equals or exceeds $7.50, then the Recipient will vest in 40% of the Performance Shares on the Measurement
Date;



 


		(d)	equals or exceeds $10.00, then the Recipient will vest in 60% of the Performance Shares on the Measurement
Date;



 


		(e)	equals or exceeds $12.50, then the Recipient will vest in 80% of the Performance Shares on the Measurement
Date; and



 


		(f)	equals or exceeds $15.00, then the Recipient will vest in 100% of the Performance Shares on the Measurement
Date;



 


provided,
however, that if the Adjusted Share Price exceeds $12.00 for 90 consecutive trading days before the Measurement Date, then the
Recipient will immediately vest in 100% of the Performance Shares.


 


Any Performance Shares that do not become vested
on or before the Measurement Date shall be forfeited for no consideration immediately following the Measurement Date. For avoidance of
doubt, termination of the Recipient’s Continuous Service for any reason shall not result in the forfeiture of any Performance Shares
covered by this Award.


 


Interpolation


 


If the Adjusted Share Price on the Measurement
Date is between any of the values set forth above, the Recipient shall vest in that percentage of the Performance Shares that is the mathematical
linear interpolation between the specified percentages at the defined ends of the applicable spectrum.


 


Defined Terms


 


For purposes of this Agreement, the following terms shall have the
following meanings:


 


(A) “Adjusted Share
Price” means the sum of (x) the average of the Adjusted Closing Prices of the shares of Common Stock during the 90
consecutive trading days ending on the specified measurement date (or if such measurement date does not fall on a trading day, the
immediately preceding trading day); and (y)(i) the aggregate value of any dividends paid over the Performance Period on the shares
of Common Stock (including per-common-share-equivalent payments made to holders of common share derivatives), divided by (ii) the
number of Diluted Shares as of the measurement date.


 


(B) “Adjusted Closing
Prices” means the closing prices of the Common Stock on its primary trading platform, adjusted equitably by the
Committee to eliminate the effect of any stock split, stock dividend, reverse stock split or consolidation of the common stock after
the Grant Date.


 


(D) “Diluted
Shares” means the outstanding shares Common Stock plus the number of shares of Common Stock into which any outstanding
shares of preferred stock are convertible by the holder without payment or material conditions to conversion.


 


(E) “Performance
Period” means the period from the Grant Date to and including the Measurement Date.


 


(F) “Measurement Date”
means the first to occur of (a) the date that is the third anniversary of the Grant Date or (b) the date on which occurs a Change in
Control.


 




     


     


    

 


Attachment B


 


Performance-Based Restricted Stock Unit Award
Agreement


 




     


     


    

 


Attachment C


 


ASP Isotopes Inc.


2021 Stock Incentive Plan


 






     


     


    



 


ASP Isotopes
Inc.


2021
Stock Incentive Plan


 


PERFORMANCE SHARE AWARD AGREEMENT


 


Pursuant
to the Company’s 2021 Stock Incentive Plan (the “Plan”), the Company has granted to the Recipient an award of
the number of performance-based shares of Restricted Stock (“Performance Shares”) set forth in that certain Performance
Share Grant Notice (the “Grant Notice”) executed by the Company and the Recipient as of the Grant Date. Capitalized
terms used but not otherwise defined in this Performance Share Award Agreement (this “Agreement”) shall have the meanings
set forth in the Plan and the Grant Notice, each of which is attached hereto and incorporated herein in their entirety.


 


The Performance Shares issued
to the Recipient pursuant to this Agreement and the Grant Notice are subject to all of the terms and conditions set forth in this Agreement
and in the Plan and the Grant Notice.


 


1.  Award
of Performance Shares.


 


(a)  Grant
of Performance Shares. Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement, effective
as of the Grant Date the Company hereby grants to the Recipient an award of Performance Shares under the Plan in consideration of the
Participant’s past and/or continued employment with or service to the Company or an Affiliate and for other good and valuable consideration.


 


(b)  Escrow
of Performance Shares. The Company shall evidence the Performance Shares in the manner that it deems appropriate. The Company may
issue in the Recipient’s name a certificate or certificates representing the Performance Shares and retain that certificate or those
certificates until the restrictions on such Performance Shares expire as contemplated in Section 1(e) of this Agreement and described
in the Grant Notice or the Performance Shares are forfeited as contemplated in Section 1(d) of this Agreement and described in the Grant
Notice. If the Company certificates the Performance Shares, the Recipient shall execute one or more stock powers in blank for those certificates
and deliver those stock powers to the Company. The Company shall hold the Performance Shares and the related stock powers pursuant to
the terms of this Agreement, if applicable, until such time as (i) a certificate or certificates for the Performance Shares are delivered
to the Recipient, (ii) the Performance Shares are otherwise transferred to the Recipient free of restrictions, or (iii) the Performance
Shares are canceled and forfeited pursuant to this Agreement.


 


(c)  Ownership
of Restricted Shares. From and after the time the Performance Shares are issued in the Recipient’s name, the Recipient will
be entitled to all the rights of absolute ownership of the Performance Shares, including the right to vote those shares and to receive
dividends thereon if, as, and when declared by the Board, subject, however, to the terms, conditions and restrictions set forth in this
Agreement; provided, however, that each dividend payment will be made no later than the end of the calendar year in which
the dividends are paid to the holders of Common Stock or, if later, the 15th day of the third month following the date the dividends are
paid to the holders of Common Stock.


 


(d)  Restrictions;
Forfeiture. The Performance Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated
until these restrictions are removed or expire as contemplated in Section 1(e) of this Agreement and as described in the Grant Notice.
The Performance Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”).
The Recipient hereby agree that if the Performance Shares are forfeited, the Company shall deliver the Performance Shares to the Company’s
transfer agent for, at the Company’s election, cancellation or transfer to the Company.


 


(e)  Expiration
of Restrictions and Risk of Forfeiture. The restrictions on the Performance Shares granted pursuant to this Agreement will expire
and the Performance Shares will become transferable and nonforfeitable as set forth in the Grant Notice, except as otherwise provided
in this Agreement.


 






     


     


    

 


2.  Transferability
of Shares of Common Stock Acquired under Award.


 


A holder of shares of Common
Stock acquired pursuant to this Award (“Acquired Shares”) or any beneficial interest therein (a “Holder”)
may not transfer any Acquired Shares, or any beneficial interest therein, unless:


 


(a)  the
Acquired Shares subject to the transfer are then registered under the Securities Act and any applicable state securities or “blue
sky” laws or, if such Acquired Shares are not then so registered, the Company has determined that such transfer would be exempt
from the registration requirements of the Securities Act and such state laws;


 


(b)  such
transfer complies with all other applicable laws and regulations and contractual obligations applicable to or binding on the Company,
the Common Stock or the Holder;


 


(c)  the
transferee (if other than the Company) agrees in writing (in such form as the Company may require) to be bound by the provisions of this
Section 2 and of Section 3 through Section 7 below with respect to such Acquired Shares, or interest therein, and
any subsequent transfer thereof; and


 


(d)  such
transfer satisfies one or more of the following conditions:


 


(i)  such
transfer is approved in advance by the Committee in writing;


 


(ii)  such
transfer is made to the Company;


 


(iii)  such
transfer is made to (A) any member of the Holder’s immediate family (i.e., spouse, lineal descendant, father, mother, brother or
sister), (B) any custodian or trustee for the Holder’s account and/or the account of one or more members of the Holder’s immediate
family or (C) any limited partnership of which all of the general partners and limited partners consist of (1) the Holder, (2) one or
more members of the Holder’s immediate family and/or (3) any trust of which only the Holder or one or more members of the Holder’s
immediate family are the beneficiaries (such family members, custodians, trustees and limited partnerships are referred to collectively
as “Related Persons”);


 


(iv)  such
transfer is made following the death of the Holder by will or pursuant to the laws of descent and distribution; or


 


(v)  the
Holder provides the Company with a Notice of Offer (as defined in Section 3(a) below) and such transfer is permitted by Section
3(e) below.


 


Any transfer or purported transfer
by a Holder of any Acquired Shares, or any beneficial interest therein, that is not permitted by this Section 2 shall be null and
void, and such Acquired Shares (together with any other Acquired Shares held by such Holder) shall thereupon become subject to the Company’s
right of repurchase pursuant to Section 4 below.


 






    - 2 -


     

    

 


3.  Right
of First Refusal.


 


(a)  Notice
of Offer. A Holder may at any time, and from time to time, provide the Company with a written notice (a “Notice of Offer”)
that the Holder desires to transfer all of any portion of the Acquired Shares to a third party pursuant to a bona fide written
offer (the “Offer”), a copy of which shall be enclosed with the Notice of Offer. The Notice of Offer shall set forth
the number of Acquired Shares that the Holder desires to sell (the “Offered Shares”), the name of the person to whom
the Holder desires to make such sale (the “Transferee”), the form and amount of consideration that has been offered
in connection with the Offer and the other material terms and conditions of the Offer. The Notice of Offer shall also set forth the Holder’s
irrevocable offer to sell the Offered Shares to the Company for the lesser of (i) the aggregate purchase price set forth in the Offer
or (ii) the aggregate Fair Market Value of the Offered Shares as of the date of the Notice of Offer (such lesser amount, the “Offer
Price”), in accordance with this Section 3.


 


(b)  Company
Right of Purchase. Upon receipt of a Notice of Offer, the Company shall have the right and option (but not the obligation) to purchase
all (but not less than all) of the Offered Shares for the Offer Price in accordance with this Section 3. The Company will be entitled
to exercise this right at any time during the period (the “Offer Period”) beginning on the date the Notice of Offer
is delivered to the Secretary of the Company and ending on the thirtieth (30th) day thereafter; provided, however,
that if non-cash consideration is specified in the Offer, the end of the Offer Period will be tolled until such later date that is ten
(10) days after the final determination of the fair market value of such non-cash consideration pursuant to Section 3(f) below.


 


(c)  Exercise
of Purchase Right. To exercise such purchase right, the Company must provide the Holder with a notice of exercise (an “Exercise
Notice”) during the Offer Period. The Exercise Notice shall state that the Company is exercising its right and option to purchase
from the Holder all (but not less than all) of the Offered Shares for the Offer Price. The Exercise Notice shall also set forth the Fair
Market Value of the Offered Shares as of the date of the Notice of Offer (determined in accordance with the Plan), the Offer Price and
the date on which the purchase of the Offered Shares will be settled (which date shall be no later than ten (10) days after the Exercise
Notice is delivered to the Holder).


 


(d)  Closing
of Purchase. The settlement of the Company’s purchase of the Offered Shares will be effected by the Holder’s delivery
to the Company of the certificate(s) representing the Offered Shares (properly endorsed for transfer), free and clear of all liens and
encumbrances, and such other instruments of transfer as the Company may reasonably request, against payment by the Company to the Holder
of the Offer Price in cash (by check or such other means as the Company and the Holder may agree) or by cancellation of indebtedness owed
by the Holder to the Company.


 


(e)  Conditions
of Permitted Transfer. If the Company does not provide the Holder with an Exercise Notice during the Offer Period pursuant to Section
3(c) above (or if the Company timely provides the Holder with an Exercise Notice but does not timely consummate the purchase of the
Offered Shares pursuant to Section 3(d) above), the Holder may sell the Offered Shares to the Transferee during the sixty (60)
day period commencing on the expiration of the Offer Period on the terms and conditions specified in the Offer.


 


(f)  Valuation
of Non-Cash Consideration. If the consideration that has been offered in connection with the Offer includes any non-cash consideration,
the dollar value of such non-cash consideration for purposes of calculating the Offer Price will be its fair market value, as reasonably
determined by the Committee in good faith as soon as practicable following the Company’s receipt of the Notice of Offer.


 






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4.  Rights
of Repurchase of Acquired Shares.


 


(a)  Triggering
Events. The Company shall have the right and option (but not the obligation) to purchase all (or any lesser portion that the Company
may elect) of the Acquired Shares held by a Holder from such Holder in any of the following circumstances:


 


(i)  upon
the transfer or purported transfer of any Acquired Shares, or any beneficial interest therein, by the Holder (or a Related Person of the
Holder) in violation of Section 2; or


 


(ii)  upon
any involuntary transfer of any Acquired Shares, or any beneficial interest therein, by the Holder (whether upon the death, divorce or
bankruptcy of the Holder or for any other reason), other than a transfer made upon the death of the Holder by will or pursuant to the
laws of descent and distribution if such transfer satisfies the conditions set forth in Section 2; provided, however,
that rights of repurchase pursuant to this clause (iii) shall extend to only the Acquired Shares that are subject to such involuntary
transfer (and not to any other Acquired Shares of the Holder).


 


(b)  Exercise
of Repurchase Right. The Company will be entitled to exercise a repurchase right pursuant to Section 4(a) at any time prior
to the date that is twelve (12) months after the date on which the Company receives notice of (or the President or the Secretary of the
Company otherwise has actual knowledge of) the events giving rise to such repurchase right (the “Repurchase Period”).


 


(c)  Purchase
Price Determination. The purchase price payable by the Company for each Acquired Share for which it exercises a repurchase right pursuant
to this Section 4 shall be as follows:


 


(i)  if
the repurchase right arises under Section 4(a)(i), Section 4(a)(iii) or Section 4(a)(iv), the purchase price shall
be the lesser of (A) the Purchase Price, as adjusted pursuant to Section 15(a) of the Plan, and (B) the Fair Market Value (determined
in accordance with the Plan) as of the date of the event giving rise to the Company’s repurchase right; and


 


(ii)  if
the repurchase right arises under Section 4(a)(ii) or Section 4(a)(v), the purchase price shall be the Fair Market Value
(determined in accordance with the Plan) as of the date of the event giving rise to the Company’s repurchase right.


 


(d)  Exercise
of Repurchase Right. To exercise such repurchase right, the Company must provide the Holder with a notice of exercise (a “Repurchase
Notice”) during the Repurchase Period. The Repurchase Notice shall state that the Company is exercising its repurchase right,
the number of Acquired Shares for which the Company is exercising its repurchase right, the purchase price payable by the Company for
such shares (determined in accordance with Section 4(c)) and the date on which the repurchase of such shares will be settled (which
date shall be no later than thirty (30) days after the Repurchase Notice is delivered to the Holder).


 


(e)  Closing
of Repurchase. The settlement of the Company’s repurchase of such Acquired Shares will be effected by the Holder’s delivery
to the Company of the certificate(s) representing such shares (properly endorsed for transfer), free and clear of all liens and encumbrances,
and such other instruments of transfer as the Company may reasonably request, against payment by the Company to the Holder of the purchase
price in cash (by check or such other means as the Company and the Holder may agree) or by cancellation of indebtedness owed by the Holder
to the Company.


 






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5.  Bring
Along Rights.


 


(a)  Approved
Sale Covenants. If the Company provides written notice to a Holder that a Sale of the Company (as defined below) has been approved
by a majority of the Board (an “Approved Sale”), each Holder shall (i) vote for such Approved Sale at any meeting of
the stockholders of the Company or execute a written consent in lieu of such meeting to consent to and approve such Approved Sale (to
the extent any such vote or consent is required to effect the Approved Sale or is otherwise desired by the Company), (ii) waive any
dissenters’ rights, appraisal rights and other similar rights with respect to the Approved Sale and otherwise raise no objections
against such Approved Sale or the process by which it was arranged, (iii) cooperate fully with the Company (and the purchasers) to effectuate
the Approved Sale and (iv) execute and deliver such documents and instruments, and take such other actions, as the Company (and the purchasers)
may reasonably request to effect the Approved Sale, including, without limitation, the execution of any merger, sale, redemption or other
similar agreement and the making of customary representations, warranties and indemnifications (including participating in any escrow
arrangements and similar arrangements). As used herein, “Sale of the Business” shall mean any transaction or series
of related transactions (whether structured as a stock sale, recapitalization, merger, consolidation, reorganization, asset sale, joint
venture or otherwise) negotiated on an arm’s-length basis that results, directly or indirectly, in the sale or transfer of all or
substantially all of the assets of the Company or eighty percent (80%) of more of the shares of capital stock of the Company to an unaffiliated
third party.


 


(b)  Allocation
of Liability. In connection with an Approved Sale, each Holder agrees to be severally liable (on the basis of such Holder’s
pro rata share of the proceeds from the Approved Sale) for any indemnification or other obligations of the stockholders of the
Company (through an acquisition agreement, contribution agreement or as otherwise requested by the Company), except that (i) the
Holder shall not be liable for any obligations that relate specifically to another stockholder (such as indemnification with respect to
representations and warranties given by such other stockholder regarding such other stockholder’s title to and ownership of capital
stock) and (ii) the Holder may be solely liable for any obligations that relate specifically to such Holder.


 


(c)  Conditions
to Covenants. The covenants and obligations of a Holder with respect to an Approved Sale are subject to the conditions that (i) the
consideration payable in connection with the Approved Sale and available for distribution to the stockholders of the Company must be allocated
among such stockholders in accordance with the liquidation priorities set forth in the Certificate of Incorporation of the Company (as
it may be amended and in effect from time to time) and (ii) each holder of a particular class or series of capital stock of the Company
receives the same form and amount of consideration per share (and if any holder of a particular class or series of capital stock is given
an option as to the form or amount of consideration to be received, all holders of such class or series must be given the same option).


 


(d)  Purchaser
Representative. If the Company enters into any negotiation or transaction for which Rule 506 promulgated by the Securities and Exchange
Commission (the “SEC”) or any similar rule then in effect may be available, the Holder (if not then an “accredited
investor” within the meaning of Rule 501(a) promulgated by the SEC) will, at the request of the Company, appoint a purchaser representative
(as such term is defined in Rule 501 promulgated by the SEC) approved by the Company and the Company will pay the fees of such purchaser
representative. If the Holder declines to appoint the purchaser representative approved by the Company, the Holder must appoint another
purchaser representative and will be solely responsible for the fees of the purchaser representative so appointed.


 


(e)  Sale
Expenses. The Holder will bear his, her or its pro rata share (on the basis of such Holder’s pro rata share
of the proceeds from the Approved Sale) of the reasonable costs of any Approved Sale (but only if the Approved Sale is actually consummated).


 


(f)  Proxy
Granted. For the purpose of enforcing the Holder’s obligations pursuant to this Section 5, each Holder hereby grants
to the President of the Company, with respect to all of such Holder’s shares of capital stock of the Company entitled to vote, an
irrevocable proxy (which is coupled with an interest) for the term of this Section 8 to act in such Holder’s name, place
and stead, as such Holder’s true and lawful proxy and attorney-in-fact, to (i) vote such shares of capital stock at any annual,
special or other meeting of the stockholders of the Company and at any adjournment thereof or pursuant to any consent in lieu of a meeting,
or otherwise, in favor of an Approved Sale and (ii) execute such documents and instruments, and take such other actions, as the Company
may deem necessary or advisable to consummate an Approved Sale and to effect the distribution of the net proceeds thereof, all with the
full power and authority to do and perform everything proper and necessary or advisable to carry out and execute this proxy and power
of attorney to the same extent as such Holder could do if personally present and acting in the premises.


 






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6.  Termination
of Rights; Legends.


 


(a)  Termination
of Certain Provisions upon IPO. Section 2, Section 3, Section 4 and Section 5 shall terminate immediately
upon the closing of, and shall not be applicable to, the Company’s first firm commitment underwritten public offering of its Common
Stock pursuant to a registration statement under the Securities Act (excluding registration statements relating to employee benefit plans
or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) in which the gross public offering
proceeds to the Company are not less than twenty-five million dollars ($25,000,000).


 


(b)  Required
Certificate Legends. Each certificate representing Acquired Shares shall bear on its face the following legend so long as Section
2, Section 3, Section 4 and Section 5 remain in effect:


 


The
shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or under the securities laws of any state or any other jurisdiction, and may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or pursuant to an
exemption from registration thereunder, the availability of which is to be established to the satisfaction of the corporation.


 


The
shares of stock represented by this certificate are subject to certain restrictions on transfer and to certain agreements relating to
the voting and disposition of such shares pursuant to the terms of a Performance Share Award Agreement between the issuer of such shares
and the initial holder of such shares. A copy of such restrictions and agreements will be furnished by the issuer to the record holder
of this certificate without charge upon written request to the issuer at its principal place of business or registered office.


 


7.  Market
Stand Off.


 


Each Holder agrees that the
Company (or a representative of the underwriters) may, in connection with the first underwritten registration of the offering of any securities
of the Company under the Securities Act, require that such Holder not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any shares
of Common Stock or other securities of the Company held by such Holder, for a period of time specified by the underwriter(s) (not to exceed
one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act.
Each such Holder further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the
underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing
covenants, the Company may impose stop-transfer instructions with respect to each such Holder’s Common Stock or other securities
of the Company until the end of such period.


 


8.  Not
an Employment or Service Contract.


 


This Agreement is not an employment
or service contract. Nothing in this Agreement shall be deemed to create any obligation of the Recipient to continue in the employ or
service of the Company (or an Affiliate) or any obligation of the Company (or an Affiliate) to continue the Recipient’s employment
or engagement.


 






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9.  Withholding
Obligations.


 


The Company may require the
Recipient to pay to the Company (or the Company’s Subsidiary if the Recipient is an employee of a Subsidiary of the Company), an
amount the Company deems appropriate to satisfy its (or its Subsidiary’s) current or future obligation to withhold federal, state
or local income or other taxes that the Recipient incurs as a result of the Award. With respect to any required tax withholding, the Recipient
may (a) direct the Company to withhold from the shares of Common Stock to be issued to the Recipient under this Agreement shares to satisfy
such withholding, which determination will be based on the shares’ Fair Market Value at the time such determination is made; (b)
deliver to the Company shares of Common Stock sufficient to satisfy such withholding, based on the shares’ Fair Market Value at
the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy such withholding obligations. If the Recipient
desires to elect to use the stock withholding option described in subparagraph (a), the Recipient must make the election at the time and
in the manner the Company prescribes. The Company, in its discretion, may deny the Recipient’s request to satisfy tax withholding
using a method described under subparagraph (a) or (b). In the event the Company determines that the aggregate Fair Market Value of the
shares of Common Stock withheld as payment of any tax withholding is insufficient to discharge its tax withholding obligation, then the
Recipient must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.


 


10.  Section
83(b) Election.


 


In
the event Recipient determines to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”)
(an “83(b) Election”) (a form of which is attached hereto as Exhibit A), the Recipient hereby represents that
he understands (a) the contents and requirements of the 83(b) Election, (b) the application of Section 83(b) of the Code to the receipt
of the Performance Shares by the Recipient pursuant to this Agreement, (c) the nature of the election to be made by the Recipient under
Section 83(b) of the Code, (d) the effect and requirements of the 83(b) Election under relevant state and local tax laws, (e) that the
83(b) Election must be filed with the Internal Revenue Service within thirty (30) days following the Grant Date, and (vi) that the Recipient
must submit a copy of such election to the Company.


 


11.  Notices.


 


Any notices provided for in
this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered
by the Company to any Holder, five (5) days after deposit in the United States mail, postage prepaid, addressed to such Holder at the
last address provided to the Company.


 


12.  Governing
Plan Document.


 


The Performance Shares are
subject to all of the provisions of the Plan and are further subject to all interpretations, amendments, rules and regulations that may
from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement
and those of the Plan, the provisions of the Plan shall control.


 


By signing the Grant Notice
or otherwise accepting the Performance Shares, the Recipient agrees to be bound by terms of the Agreement and the Plan.


 




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EXHIBIT A


 


October __,
2021


 


Certified Mail

Return Receipt Requested


 


Department of the Treasury

Internal Revenue Service Center

Austin, TX 73301-0002


 


Re: § 83(b) Election


 


Dear Sir or Madam:


 


Enclosed please find a signed election under §
83(b) of the Internal Revenue Code in connection with my receipt of shares of restricted stock in ASP Isotopes Inc.


 


	 	Sincerely,



 


		Paul Mann



 


Enclosure


 









     


     


    

 


October __,
2021


 


By Hand Delivery


 


ASP Isotopes Inc.


[ADDRESS]


 


Re: § 83(b)
Election


 


Enclosed
please find a copy of the election I have filed pursuant to § 83(b) of the Internal Revenue Code. This copy is being furnished to
you in accordance with Treasury Regulation § 1.83-2(d).


 


	 	Sincerely,



 


		Paul Mann



 


Enclosure


 









     


     


    

 


ELECTION UNDER SECTION 83(b)


OF THE INTERNAL REVENUE CODE OF 1986


 


This statement is made under Section 83(b) of
the Internal Revenue Code of 1986, as amended, pursuant to Section 1.83-2 of the regulations.


 


1.  The
taxpayer who performed the services is:


 


	 	Name:	Paul Mann
	 	Address:	
    ________________________________________

    ________________________________________

	 	Social Security No.:	________________________________________
	 	Taxable Year:	2021


 


2.  The
property with respect to which the election is made is __________ shares of the voting common
stock of ASP Isotope Inc., a Delaware corporation (the “Company”).


 


3.  The
property was transferred to the undersigned on October __, 2021.


 


4.  The
property is subject to forfeiture conditions pursuant to which the Company has the right to acquire the property without compensation
to the taxpayer if the Company fails to meet certain performance conditions set forth in the Award Agreement. The property may not be
sold, assigned, transferred, pledged or otherwise encumbered until the forfeiture conditions lapse.


 


5.  The
fair market value of such property at the time of transfer (determined without regard to any restriction other than a restriction which
by its terms will never lapse) is $[_____]


 


6.  For
the property transferred, the undersigned paid no purchase price.


 


7.  The
amount to include in gross income is $[_____]


 


8.  A
copy of this statement was furnished to the Company for whom taxpayer rendered the services underlying the transfer of such property.


 


9.  This
statement is executed on October __, 2021.


 


	__________________________________

 Signature of Taxpayer’s Spouse (if any)	
    __________________________________


Signature of Taxpayer 



 


This election must be filed within 30 days after
the date of transfer with the Internal Revenue Service Center with which taxpayer files his or her federal income tax returns. This filing
should be made by registered or certified mail, return receipt requested. Taxpayer must retain a copy for his or her records.


 






     


     


    

 


AMENDMENT TO PERFORMANCE SHARE
AWARD GRANT NOTICE


 


ORIGINALLY DATED OCTOBER 5, 2021


 


The section titled “General” in the Vesting
Conditions stated in Attachment A of the PSU award grant notice will be replaced with the following:


 


General


 


The number of Performance Shares that
may become vested and nonforfeitable will range from zero to 1,500,000 depending on the Adjusted Share Price on the Measurement date and
other factors, as described below.


 


If on the Measurement Date, the Adjusted Share Price:


 


		(a)	is less than $0.25, then all Performance Shares covered by
this award will be immediately forfeited for no consideration;



 


		(b)	equals or exceeds $0.50, then the Recipient will vest in
20% of the Performance Shares on the Measurement Date;



 


		(c)	equals or exceeds $0.75, then the Recipient will vest in
40% of the Performance Shares on the Measurement Date;



 


		(d)	equals or exceeds $1.00, then the Recipient will vest in
60% of the Performance Shares on the Measurement Date;



 


		(e)	equals or exceeds $1.25, then the Recipient will vest in
80% of the Performance Shares on the Measurement Date; and



 


		(f)	equals or exceeds $1.50, then the Recipient will vest in
100% of the Performance Shares on the Measurement Date;



 


provided, however, that if the
Adjusted Share Price exceeds any of the above-mentioned prices for 90 consecutive trading days before the Measurement Date, then the Recipient
will immediately vest the appropriate number of Performance Shares. For avoidance of doubt, termination of the Recipient’s Continuous
Service for any reason shall not result in the forfeiture of any Performance Shares covered by this Award.


 


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


 


	Accepted and agreed:	 	 
	 	 	 	 	 
	ASP ISOTOPES INC	RECIPIENT
	 	 	 	 	 
	By:	/s/ Robert Ainscow	 	By:	/s/ Paul Mann
	Date:	10/07/2021	 	Date:	10/07/2021
	Print Name: 	Robert Ainscow	 	Print Name:	Paul Mann
	Title:	V-P.	 	Address:	1108 SE STRATHMORE DRIVE
	 	 	 	 	PORT
        SAINT LUCIE,
 
	 	 	 	 	FLORIDA 34952