Full Press Release Details
AGREEMENT OF MERGER AND
PLAN OF REORGANIZATION
This Amendment is made as
of May 5, 2025 (this "Amendment") to the Agreement of Merger and Plan of Reorganization, dated November 4, 2024 (as
previously amended on January 30, 2025 and on February 17, 2025, the "Agreement"), between Kadimastem Ltd., an Israeli
publicly traded company limited by shares ("Kadimastem"), NLS Pharmaceutics Ltd., a corporation incorporated under
the laws of Switzerland (the "NLS"), and NLS Pharmaceuticals (Israel) Ltd., an Israeli company (and together with Kadimastem
and NLS, the "Parties").
WHEREAS, the Parties
are parties to the Agreement, and
WHEREAS, the Parties
desire to amend the Agreement to clarify their intentions with respect to the terms thereof.
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
| NLS PHARMACEUTICS LTD. | |||
| By | /s/ Alexander C. Zwyer | ||
| Name: | Alexander C. Zwyer | ||
| Title: | Chief Executive Officer |
| By | /s/ Ronald Hafner | ||
| Name: | Ronald Hafner | ||
| Title: | Chairman of the Board |
| NLS PHARMACEUTICS ( Israel ) LTD. | |||
| By | /s/ Kobi Maimon | ||
| Name: | Kobi Maimon | ||
| Title: | Director |
| Kadimastem Ltd. | |||
| By | /s/ Ronen Twito | ||
| Name: | Ronen Twito | ||
| Title: | Chief Executive Officer |