AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG NLS Pharmaceutics LTD. NLS PHARMACEUTICS (ISRAEL) LTD. and KADIMASTEM LTD. DATED AS OF NOVEMBER 4 , 2024 CONTENTS Page Article I THE MERGER 1.1 The Merger 2 1.2

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION

NLS PHARMACEUTICS (ISRAEL) LTD.

DATED AS OF NOVEMBER

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement"),

dated as of November 4, 2024 (the "Signing Date"), is by and among KADIMASTEM LTD., an Israeli publicly traded company

limited by shares (the "Company"), NLS PHARMACEUTICS LTD., a corporation incorporated under the laws of Switzerland

(the "Parent"), NLS PHARMACEUTICS (ISRAEL) LTD., an Israeli company and a wholly owned subsidiary of Parent (the "Merger

Sub"). Terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 8.10 of this Agreement.

WHEREAS, the respective boards

of directors of Parent (the "Parent Board"), Merger Sub (the "Merger Sub Board") and the Company

(the "Company Board") have approved, and declared advisable, fair to and in the best interests of such entity and its

respective shareholders, this Agreement and the transactions contemplated by this Agreement, including the merger of Merger Sub with and

into the Company, with the Company surviving as a wholly owned Subsidiary of Parent (the "Merger"), upon the terms

and subject to the conditions set forth in this Agreement and in accordance with the provisions of Sections 314 - 327 of the Companies

Law 5759-1999 of the State of Israel (together with the rules and regulations thereunder, the "ICL");

WHEREAS, following the Closing,

Parent shall diligently work to dispose of the Legacy Assets and Legacy Liabilities (the "Legacy Sale");

WHEREAS, in connection with

the Merger and the Legacy Sale, (i) each shareholder of the Parent as of immediately prior to the Effective Time shall be entitled to

receive one (1) contingent value right ("CVR") per share of Parent Common Stock held by such shareholder, which shall

represent the right to receive contingent payments in cash, subject to any applicable withholding of Taxes and without interest, of the

net proceeds resulting from the Legacy Sale, subject to and in accordance with the terms and conditions of the CVR Agreement, and (ii)

each holder of an outstanding warrant to purchase shares of Parent Common Stock (collectively, the "Warrant Holders")

as of immediately prior to the Effective Time shall be entitled to receive one (1) CVR per share of Parent Common Stock acquirable upon

complete exercise of such warrant;

WHEREAS, the Company Board,

the Parent Board and the Merger Sub Board have determined that, considering the financial conditions of the merging companies, no reasonable

concern exists that the Surviving Corporation (as defined below) will be unable to fulfill the obligations of the Company or the Merger

Sub to their respective creditors;

WHEREAS, as of or prior to

the execution of this Agreement, and as a condition and inducement to Company's, Parent's and Merger Sub's willingness

to enter into this Agreement, certain shareholders of the Company, representing at least 40% of the shares of the Company entitled to

vote on the approval of the transactions contemplated herein, have entered into support agreements in favor of the transactions contemplated

herein (the "Company Voting Agreements");

WHEREAS, as of or prior to

the execution of this Agreement, and as a condition and inducement to Company's, Parent's and Merger Sub's willingness

to enter into this Agreement, certain shareholders of the Parent, representing at least 40% of the shares of the Parent entitled to vote

on the approval of the transactions contemplated herein, have entered into support agreements in favor of the transaction contemplated

herein (the "Parent Voting Agreements");

WHEREAS, the Company will

apply for a tax ruling pursuant to Section 103K of the Ordinance so that the Merger will be treated as tax-free under the Ordinance;

WHEREAS, each of the Company

Board and the Parent Board intends to recommend that the shareholders of the Company and Parent, respectively, approve and adopt this

Agreement and the Merger;

WHEREAS, each of Parent, Merger

Sub and the Company wish hereby to make certain representations, warranties, covenants, and agreements in connection with the Merger and

also to prescribe various conditions to the Merger; and

NOW, THEREFORE, in consideration

of the foregoing premises and the representations, warranties, covenants, and agreements herein contained, and intending to be legally

bound hereby, the Company, Parent and Merger Sub hereby agree as follows:

Merger. At the Effective Time and upon the terms and subject to the conditions of this

Agreement and in accordance with the ICL, Merger Sub (as the target company (Chevrat HaYaad)) shall be merged with and into the

Company (as an absorbing company (HaChevra HaKoletet)). Following the Merger, the Company (a) shall continue as the

surviving corporation (the "Surviving Corporation"), while the separate corporate existence of Merger Sub shall

cease; (b) shall be governed by the laws of the State of Israel; (c) shall maintain a registered office

in the State of Israel; and (d) shall succeed to and assume all of the rights, properties and obligations of Merger

Sub and the Company in accordance with the ICL.

1.2 Closing. The closing

of the Merger (the "Closing") will take place at a time and on a date (the "Closing Date") to be

specified by the Parties, which shall be no later than the second Business Day after satisfaction (or waiver) of the latest to occur

of the conditions set forth in Article VI (other than conditions that by their nature are to be satisfied at the Closing,

but subject to the satisfaction or waiver of those conditions), remotely by exchange of documents and signatures via Electronic Delivery,

unless another time, date or place is agreed to in writing by the Parties hereto.

Time. As soon as practicable after the determination of the date on which the Closing is to

take place, each of the Company and Merger Sub shall (and Parent shall cause Merger Sub to), in coordination with each other,

deliver to the Registrar of Companies of the State of Israel (the "Companies Registrar") a notice of the

contemplated Merger which shall inform the Companies Registrar that all conditions to the Merger under the ICL and this Agreement

have been met and set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate

evidencing the Merger in accordance with Section 323(5) of the ICL (the "Certificate of Merger") after notice

that the Closing has occurred is served to the Companies Registrar, which the parties shall deliver on the Closing Date. The Merger

shall become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5)

of the ICL (such date and time being referred to herein as the "Effective Time"). For the avoidance of doubt, and

notwithstanding any provision of this Agreement to the contrary, it is the intention of the parties hereto that the Merger shall be

declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5)

of the ICL shall both occur on the Closing Date.

Association. The articles of association of the Surviving Corporation shall be

substantially in the form attached hereto as Exhibit A.

Merger. The Merger shall have the effects set forth in this Agreement and the applicable

provisions of the ICL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of,

and simultaneously with, the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder

of the Parent, Merger Sub, and Company, (a) Merger Sub shall be merged with and into the Company, the separate corporate existence

of Merger Sub shall cease and the Company shall continue as the Surviving Corporation; (b) all the properties, rights, privileges,

powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation; (c) all debts, liabilities and duties

of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation; and (d) all the rights,

privileges, immunities, powers and franchises of the Company (as the Surviving Corporation) shall continue unaffected by the Merger

in accordance with the ICL.

Directors. The officers of the Surviving Corporation immediately at the Closing shall be

the officers of the Company, in each case until their respective successors are duly appointed or until their earlier death,

resignation or removal.

EFFECTS OF MERGER ON SHARE CAPITAL; EXCHANGE OF SHARES

the Effective Time, by virtue of the Merger and without any further action by Parent, the Company, Merger Sub, or any of their respective

shareholders, each Ordinary Share of the Company, no par value, issued and outstanding immediately prior to the Effective Time (individually

a "Share" and collectively the "Shares"), other than Shares owned by the Company or its Subsidiaries

(dormant or otherwise), or by Parent or Merger Sub, if any, shall, by virtue of the Merger and without any action on the part of Merger

Sub, the Company, or the holders thereof, be exchanged for and converted into the right to receive a number of newly issued, fully paid

and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, subject to Section 2.1.2 below (such shares of Parent