Exhibit 4.1


 


WARRANT


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED
UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED
UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN
LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH
EFFECT HAS BEEN RENDERED BY COUNSEL.


 


Original Issue Date: [_____________]


 


FOR VALUE RECEIVED, ASP Isotopes Inc., a Delaware
corporation (the “Company”), hereby certifies that [_____________], or its registered assigns (the “Holder”)
is entitled to purchase from the Company [_____________] duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock at a purchase price per share of $0.01 (subject to adjustment as provided herein, the “Exercise Price”), all
subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in
Section 1 hereof.


 


1. Definitions.
As used in this Warrant, the following terms have the respective meanings set forth below:


 


“Aggregate
Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant
is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise
Date in accordance with the terms of this Warrant.


 


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


 


“Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New
York are authorized or obligated by law or executive order to close.


 


“Common
Stock” means the common stock, par value $0.01 per share, of the Company, and any capital stock into which such Common Stock
shall have been converted, exchanged or reclassified following the date hereof.


 


“Common
Stock Deemed Outstanding” means, at any given time, the sum of (a) the number of shares of Common Stock actually outstanding
at such time, plus (b) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time,
plus (c) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding
at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such
time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided,
that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or
any of its wholly-owned subsidiaries.


 






     


     


    

 


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


 


“Convertible
Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding
Options.


 


“Excluded
Issuances” means any issuance or sale (or deemed issuance or sale in accordance with Section 4(d)) by the Company
after the Original Issue Date of: (a) shares of Common Stock issued upon the exercise of this Warrant; (b) shares of Common Stock (as
such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued
directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service
as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized
by the Board and issued pursuant to the Company’s equity incentive plan (including all such shares of Common Stock and Options
outstanding prior to the Original Issue Date); (c) shares of Common Stock issued upon the conversion or exercise of Options (other than
Options covered by clause (b) above) or Convertible Securities issued prior to the Original Issue Date, provided that such securities
are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or
conversion price thereof; (d) shares of Common Stock, Options or Convertible Securities issued (i) to persons in connection with a joint
venture, strategic alliance or other commercial relationship with such person (including persons that are customers, suppliers and strategic
partners of the Company) relating to the operation of the Company’s business and not for the primary purpose of raising equity
capital, (ii) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its tangible
or intangible assets, or (iii) to lenders as equity kickers in connection with debt financings of the Company, in each case where such
transactions have been approved by the Board; (e) shares of Common Stock in an offering for cash for the account of the Company that
is underwritten on a firm commitment basis and is registered with the Securities and Exchange Commission under the Securities Act of
1933, as amended; or (f) shares of Common Stock, Options or Convertible Securities issued to the lessor or vendor in any office lease
or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment
for its business.


 


“Exercise
Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3
shall have been satisfied at or prior to 5:00 p.m., New York City time, on a Business Day, including, without limitation, the receipt
by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.


 


“Exercise
Agreement” has the meaning set forth in Section 3(a)(i).


 


“Exercise
Period” has the meaning set forth in Section 2.


 






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“Exercise
Price” has the meaning set forth in the preamble.


 


“Fair Market
Value” means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for
such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of
the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on
all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the
closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association
for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation
system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin
Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20)
consecutive Business Days ending on the Business Day immediately prior to the day as of which “Fair Market Value” is being
determined; provided, that if the Common Stock is listed on any domestic securities exchange, the term “Business Day”
as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Stock is not listed
on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association,
the “Fair Market Value” of the Common Stock shall be the fair market value per share as determined by the Board in good faith.


 


“Holder”
has the meaning set forth in the preamble.


 


“Options”
means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.


 


“Original
Issue Date” means the date first written above.


 


“Nasdaq”
means The NASDAQ Stock Market LLC.


 


“OTC Bulletin
Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization
or government or department or agency thereof.


 


“Pink OTC
Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.


 


“Warrant”
means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.


 


“Warrant
Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant
in accordance with the terms of this Warrant.


 






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2.
Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and
prior to 5:00 p.m., New York City time, on second (2nd) anniversary of the date hereof or, if such day is not a Business Day, on the
next preceding Business Day (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all
or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).


 


3. Exercise
of Warrant.


 


(a) Exercise
Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of
the unexercised Warrant Shares, upon:


 


(i) surrender
of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant
in the case of its loss, theft or destruction), together with an Exercise Agreement in the form attached hereto as Exhibit A
(each, an “Exercise Agreement”), duly completed (including specifying the number of Warrant Shares to be purchased)
and executed; and


 


(ii) payment
to the Company of the Aggregate Exercise Price in accordance with Section 3(b).


 


(b) Payment
of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed
in the Exercise Agreement, by the following methods:


 


(i) by
delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately
available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price; or


 


(ii) by
instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market
Value as of the Exercise Date equal to such Aggregate Exercise Price.


 


In the event of any
withholding of Warrant Shares or surrender of other equity securities pursuant to clause (ii) above where the number of shares whose
value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company
shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder (by delivery of a certified or
official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld
by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld or surrendered
multiplied by (y) in the case of Common Stock, the Fair Market Value per Warrant Share as of the Exercise Date.


 


(c) Delivery
of Stock Certificates. Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate
Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable, and in any event
within 20 Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate
or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as
provided in Section 3(d) hereof. The stock certificate or certificates so delivered shall be, to the extent possible, in
such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Agreement and shall be registered
in the name of the Holder or, subject to compliance with Section 7 below, such other Person’s name as shall be designated
in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares
shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become
a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.


 






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(d) Fractional
Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of
a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount
in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of
(i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.


 


(e) Delivery
of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the
Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance
with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired
and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.


 


(f) Valid
Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this warrant, the Company hereby represents,
covenants and agrees:


 


(i) This
Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly
issued.


 


(ii) All
Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall
take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable,
issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens
and charges.


 


(iii) The
Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company
of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common
Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance
which shall be immediately delivered by the Company upon each such issuance).


 






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(iv) The
Company shall use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic securities
exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise.


 


(v) The
Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to,
the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to
pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the
Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting
such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax
has been paid.


 


(g) Conditional
Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with
a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of
the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective
until immediately prior to the consummation of such transaction.


 


(h) Reservation
of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued
Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the
maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be
less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon
the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.


 


4.
Adjustment to Exercise Price and Number of Warrant Shares. In order to prevent dilution of the purchase rights granted
under this Warrant, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment
from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments pursuant
to this Section 4).


 


(a) Adjustment
to Exercise Price Upon Issuance of Common Stock. Except as provided in Section 4(c) and except in the case of an event
described in either Section 4(e) or Section 4(f), if the Company shall, at any time or from time to time after
the Original Issue Date, issue or sell, or in accordance with Section 4(d) is deemed to have issued or sold, any shares of
Common Stock without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance
or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in
effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise
Price equal to the quotient obtained by dividing:


 


(i) the
sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed
issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such
issuance or sale (or deemed issuance or sale); by


 






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(ii) the
sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate
number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance
or sale).


 


(b) Adjustment
to Number of Warrant Shares Upon Adjustment to Exercise Price. Upon any and each adjustment of the Exercise Price as provided in
Section 4(a), the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to any such adjustment
shall be increased to a number of Warrant Shares equal to the quotient obtained by dividing:


 


(i) the
product of (A) the Exercise Price in effect immediately prior to any such adjustment multiplied by (B) the number of Warrant Shares issuable
upon exercise of this Warrant immediately prior to any such adjustment; by


 


(ii) the
Exercise Price resulting from such adjustment.


 


(c) Exceptions
To Adjustment Upon Issuance of Common Stock. Anything herein to the contrary notwithstanding, there shall be no adjustment to the
Exercise Price or the number of Warrant Shares issuable upon exercise of this Warrant with respect to any Excluded Issuance.


 


(d) Effect
of Certain Events on Adjustment to Exercise Price. For purposes of determining the adjusted Exercise Price under Section 4(a)
hereof, the following shall be applicable:


 


(i) Issuance
of Options. If the Company shall, at any time or from time to time after the Original Issue Date, in any manner grant or sell (whether
directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any
Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as
provided in this paragraph and in Section 4(d)(v)) for which Common Stock is issuable upon the exercise of such Options or
upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Exercise Price
in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable
upon the exercise of such Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter
shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 4(a)), at a price per share
equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes
of Section 4(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting
or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise
of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange
of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such
Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise
provided in Section 4(d)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common
Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange
of Convertible Securities issuable upon exercise of such Options.


 






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(ii) Issuance
of Convertible Securities. If the Company shall, at any time or from time to time after the Original Issue Date, in any manner grant
or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the right to convert
or exchange any such Convertible Securities is immediately exercisable, and the price per share (determined as provided in this paragraph
and in Section 4(d)(v)) for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities
is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then
the total maximum number of shares of Common Stock issuable upon conversion or exchange of the total maximum amount of such Convertible
Securities shall be deemed to have been issued as of the date of granting or sale of such Convertible Securities (and thereafter shall
be deemed to be outstanding for purposes of adjusting the Exercise Price pursuant to Section 4(a)), at a price per share
equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes
of Section 4(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting
or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company
upon the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable
upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in Section 4(d)(iii), no
further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock upon conversion or exchange of such Convertible
Securities or the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for
which adjustments of the Exercise Price have been made pursuant to the other provisions of this Section 4(d).


 


(iii) Change
in Terms of Options or Convertible Securities. Upon any change in any of (A) the total amount received or receivable by the Company
as consideration for the granting or sale of any Options or Convertible Securities referred to in Section 4(d)(i)or Section 4(d)(ii)
hereof, (B) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of any Options
or upon the issuance, conversion or exchange of any Convertible Securities referred to in Section 4(d)(i) or Section 4(d)(ii)
hereof, (C) the rate at which Convertible Securities referred to in Section 4(d)(i) or Section 4(d)(ii)
hereof are convertible into or exchangeable for Common Stock, or (D) the maximum number of shares of Common Stock issuable in connection
with any Options referred to in Section 4(d)(i) hereof or any Convertible Securities referred to in Section 4(d)(ii)
hereof (in each case, other than in connection with an Excluded Issuance), then (whether or not the original issuance or sale of
such Options or Convertible Securities resulted in an adjustment to the Exercise Price pursuant to this Section 4) the Exercise
Price in effect at the time of such change shall be adjusted or readjusted, as applicable, to the Exercise Price which would have been
in effect at such time pursuant to the provisions of this Section 4 had such Options or Convertible Securities still outstanding
provided for such changed consideration, conversion rate or maximum number of shares, as the case may be, at the time initially granted,
issued or sold, but only if as a result of such adjustment or readjustment the Exercise Price then in effect is reduced, and the number
of Warrant Shares issuable upon the exercise of this Warrant immediately prior to any such adjustment or readjustment shall be correspondingly
adjusted or readjusted pursuant to the provisions of Section 4(b).


 






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(iv) Treatment
of Expired or Terminated Options or Convertible Securities. Upon the expiration or termination of any unexercised Option (or portion
thereof) or any unconverted or unexchanged Convertible Security (or portion thereof) for which any adjustment (either upon its original
issuance or upon a revision of its terms) was made pursuant to this Section 4 (including without limitation upon the redemption
or purchase for consideration of all or any portion of such Option or Convertible Security by the Company), the Exercise Price then in
effect hereunder shall forthwith be changed pursuant to the provisions of this Section 4 to the Exercise Price which would
have been in effect at the time of such expiration or termination had such unexercised Option (or portion thereof) or unconverted or
unexchanged Convertible Security (or portion thereof), to the extent outstanding immediately prior to such expiration or termination,
never been issued.


 


(v) Calculation
of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or
is deemed to have issued or sold in accordance with Section 4(d), any shares of Common Stock, Options or Convertible Securities:
(A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration
other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration,
except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company
shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering
such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated
consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction,
the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received
by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case
may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company
is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the
case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash
or marketable securities shall be determined by the Board in good faith.


 


(vi) Record
Date. For purposes of any adjustment to the Exercise Price or the number of Warrant Shares in accordance with this Section 4,
in case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in Common Stock, Options or Convertible Securities or (B) to subscribe for or purchase Common Stock, Options
or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed
to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting
of such right of subscription or purchase, as the case may be.


 


(vii) Treasury
Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation or retirement
thereof or the transfer of such shares among the Company and its wholly-owned subsidiaries) shall be considered an issue or sale of Common
Stock for the purpose of this Section 4.


 






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(e) Adjustment
to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall, at any time
or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other
capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities, or (ii) subdivide (by any stock
split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Warrant Shares
issuable upon exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by combination, reverse
stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately
prior to such combination shall be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant
shall be proportionately decreased. Any adjustment under this Section 4(e) shall become effective at the close of business
on the date the dividend, subdivision or combination becomes effective.


 


(f) Adjustment
to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital
reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value
to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares),
(iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s
assets to another Person or (v) other similar transaction (other than any such transaction covered by Section 4(e)), in each
case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets
with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation,
merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number
of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities
or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon
such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in
full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired
the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations
or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory
to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4
hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets
thereafter acquirable upon exercise of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction
in which the successor or purchasing Person is other than the Company, an immediate adjustment in the Exercise Price to the value per
share for the Common Stock reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate
adjustment to the number of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions
on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale
or similar transaction). The provisions of this Section 4(f) shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation,
merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting
from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially
similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of
stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise
of this Warrant.


 






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(g) Certificate
as to Adjustment.


 


(i) As
promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than 20 Business Days thereafter,
the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and
the facts upon which it is based and certifying the calculation thereof.


 


(ii) As
promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later
than 20 Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise
Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable
upon exercise of the Warrant.


 


(h) Notices.
In the event:


 


(i) that
the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise
of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or
by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities,
or to receive any other security; or


 


(ii) of
any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the
Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person; or


 


(iii) of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


then, and in each
such case, the Company shall send or cause to be sent to the Holder at least 20 Business Days prior to the applicable record date or
the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record
date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or
other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as
of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock
(or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares
of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable
to the Warrant and the Warrant Shares.


 






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5. Purchase
Rights. In addition to any adjustments pursuant to Section 4 above, if at any time the Company grants, issues
or sells any shares of Common Stock, Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
pro rata to the record holders of Common Stock (the “Purchase Rights”), then the Holder shall be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder would have acquired if the Holder had
held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. Anything herein to the contrary notwithstanding,
the Holder shall not be entitled to the Purchase Rights granted herein with respect to any Excluded Issuance.


 


6. Stockholders
Agreement. This Warrant and all Warrant Shares issuable upon exercise of this Warrant are and shall become subject to, and
have the benefit of, the Stockholders Agreement, and the Holder shall be required, for so long as the Holder holds this Warrant or any
Warrant Shares, to become and remain a party to the Stockholders Agreement.


 


7. Transfer
of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon and the terms and conditions of the
Stockholders Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to
the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly
executed Assignment of Warrant in form acceptable to the Company, together with funds sufficient to pay any transfer taxes described
in Section 3(f)(v) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if
any, not so assigned and this Warrant shall promptly be cancelled.


 


8.
Holder Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the
issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the
Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


 






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9.
Replacement on Loss; Division and Combination.


 


(a) Replacement
of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement
or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation
to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and
exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that,
in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.


 


(b) Division
and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant and the Stockholders Agreement as
to any transfer or other assignment which may be involved in such division or combination, this Warrant may be divided or, following
any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company
at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions
of this Warrant and the Stockholders Agreement as to any transfer or assignment which may be involved in such division or combination,
the Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered
in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall
be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with
such notice.


 


10.
Compliance with the Securities Act.


 


(a) Agreement
to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions
of this Section 10 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that
such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except
under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”).
This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped
or imprinted with a legend in substantially the following form:


 






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“THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE
AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH
EFFECT HAS BEEN RENDERED BY COUNSEL.”


 


(b) Representations
of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the
Company by acceptance of this Warrant as follows:


 


(i) The
Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder
is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a
view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant
to sales registered or exempted under the Securities Act.


 


(ii) The
Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving
a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the
Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the
Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


(iii) The
Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge
and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant
and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.


 


11.
Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration
of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register
as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division,
combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.


 






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12.
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing
and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document
(with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after
normal business hours of the recipient; or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt
requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other
address for a party as shall be specified in a notice given in accordance with this Section 12).


 


	If
    to the Company:	1108 SE
    Strathmore Drive

    Port Saint Lucie, FL 34952

    Attention: Paul Mann
	 	 
	If to the Holder:	At the address set
    forth on the signature page


 


13. Cumulative
Remedies. Except to the extent expressly provided in Section 8 to the contrary, the rights and remedies provided
in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies
available at law, in equity or otherwise.


 


14.
Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any
of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would
not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations,
the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach,
be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be
available from a court of competent jurisdiction.


 


15.
Entire Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to
the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral,
with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant the statements
in the body of this Warrant shall control.


 


16. Successor
and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties
hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns
of the Holder shall be deemed to be a Holder for all purposes hereunder.


 


17.
No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors
and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other
Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 






    15


     


    

 


18.
Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.


 


19. Amendment
and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented
by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall
be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed
as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different
character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power
or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.


 


20. Severability.
If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other
jurisdiction.


 


21.
Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware
without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of laws of any jurisdiction other than those of the State of Delaware.


 


22.
Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely
to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.


 


23.
Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means
of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.


 


24. No
Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted.


 


[Signature
Page Follows]


 




    16


     


    

 


IN WITNESS WHEREOF, the Company has duly executed
this Warrant on the Original Issue Date.


 


	 	ASP ISOTOPES INC.
	 	 
	 	By:	         
	 	Name:
	 	Title:



 


	Accepted
    and agreed,	 
	[_____________]	 


 


	 	 
	 	 
	Name:	 
	Title:	 
	Address:	 


 



    17


     


    

 


Exhibit A


 


PURCHASE/EXERCISE FORM


 


	To: ASP Isotopes Inc.	Dated: __________________, 202__


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant, hereby irrevocably elects to (choose one):


 


_____ PAYMENT EXERCISE: Purchase
_______ shares of the Common Stock covered by such Warrant and herewith makes payment of $_________, representing the Aggregate Exercise
Price for such shares at the price per share provided for in such Warrant, or


 


_____ CASHLESS EXERCISE:
In lieu of payment of the Aggregate Exercise Price hereof, the attached Warrant is being exercised for ______ shares purchasable under
the Warrant pursuant to the cashless exercise provision in Section 3(b)(ii) of such Warrant.


 


	 	[_____________]
	 	 
	 	By:	                                             
	 	Name: 	 
	 	Title