AMENDMENT TO THE AGREEMENT OF MERGER AND PLAN OF REORGANIZATION This Amendment, dated

AGREEMENT OF MERGER AND

PLAN OF REORGANIZATION

This Amendment, dated January

30, 2025 (this "Amendment") to the Agreement of Merger and Plan of Reorganization dated November 4, 2024 (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 and includes any successor company thereto (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 of the terms thereof.

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

The Parties agree that if any holder of Shares

as of immediately prior to the Effective Time is entitled to receive Merger Consideration that would result in such holder owning Parent

Common Stock in excess of the Beneficial Ownership Limitation (such excess amount of shares, the "Excess Beneficial Ownership

Shares"), the Merger Consideration received by such holder shall be as provided for in Article II hereof except that

any Merger Consideration in excess of the Beneficial Ownership Limitation shall be issued by Parent as pre-funded warrants exercisable

for a number of shares of Parent Common Stock equal to such Excess Beneficial Ownership Shares and exercisable at an exercise price equal

to par value of Parent Common Stock as of the Effective Time, which, in any event, shall be no less than CHF 0.0001 per share. The Parties

maintain the rights and ability to enter into any agreements and make any necessary changes to perform the terms of this Section 5.19.

"Beneficial Ownership Limitation"

shall mean 9.99% of the number of the Parent Common Stock outstanding immediately after giving effect to the issuance of the Merger Consideration.

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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.