AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT This Amendment to the Securities Purchase Agreement (this " Amendment ") is dated as of

AMENDMENT TO THE SECURITIES PURCHASE

This Amendment to the Securities

Purchase Agreement (this "Amendment") is dated as of June 26, 2025, among NLS Pharmaceutics Ltd., a corporation incorporated

under the laws of Switzerland (the "Company") and the purchasers identified on the signature pages hereto (each, including

its successors and permitted assigns, a "Purchaser" and collectively the "Purchasers") regarding

that certain Securities Purchase Agreement dated as of March 27, 2025 (the "SPA").

WHEREAS, the parties desire

to have a Subsequent Closing pursuant to Sections 2.4-2.6 of the SPA;

WHEREAS, the Company is required

to issue 606,061 Preferred Shares at the Closing of the Subsequent Closing but only has 37,783 Preferred Shares and 591,532 preferred

participation certificates ("PPCs") authorized; and

WHEREAS, in order to hold

a Subsequent Closing, the Purchasers agree to waive certain requirements under the SPA;

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and each Purchaser agree as follows:

the Subsequent Closing, in lieu of issuing 568,278 Preferred Shares, the Company shall issue 568,278 PPCs pro rata to the Purchasers,

and the Purchasers hereby agree that the delivery of the PPCs shall satisfy the requirement to purchase Preferred Shares in the Subsequent

PPCs issued at the Subsequent Closing shall be included in the definition of Preferred Shares under the SPA and shall have all the same

rights as the Preferred Shares, including but not limited to the conversion rights and ratchet rights in Section 4.30 of the SPA.

Common Shares to be issued in exchange for the PPCs shall be included in the definition of Conversion Shares under the SPA.

Purchaser, for itself only, waives the condition set forth in Section 2.4 of the SPA, that the Underlying Shares issuable upon conversion

of the Preferred Shares and Warrant Shares issuable upon exercise of the Warrants issued in the Subsequent Closing being registered for

resale pursuant to an effective Registration Statement.

Company undertakes to include the Underlying Shares issuable upon conversion of the Preferred Shares and Warrant Shares issuable upon

exercise of the Warrants issued in the Subsequent Closing in a re-sale registration statement which shall be filed within five (5) days

following the SEC declaring the Company's Registration Statement on Form F-4 (Registration No. 333-284075) effective. The Company

acknowledges that the Subsequent Closing Underlying Shares are Registerable Securities pursuant to the Registration Rights Agreement.

The Company shall engage its counsel to begin preparing the re-sale registration statement to register the Underlying Shares upon execution

Purchaser confirms the accuracy of the representations and warranties contained in Article 3.2 of the SPA as of the date of this Amendment.

In addition, each Purchaser Such Purchaser has provided the information in the Accredited Investor Questionnaire attached hereto as Exhibit

A (the "Investor Questionnaire"). The information set forth on the signature pages hereto and the Investor Questionnaire regarding

such Purchaser is true and complete in all respects. Except as disclosed in the Investor Questionnaire, such Purchaser has had no position,

office or other material relationship within the past three years with the Company or Persons (as defined below) known to such Purchaser

to be affiliates of the Company, and is not a member of the Financial Industry Regulatory Authority or an "associated person"

(as such term is defined under the FINRA Membership and Registration Rules Section 1011).

one (1) Business Days after execution of this Amendment, the Company shall file a form 6-K with the Securities and Exchange Commission,

disclosing this Amendment, which shall be an exhibit to such filing.

Company shall pay the Purchasers counsel a fee of $25,000 at the Subsequent Closing.

as expressly amended hereby, each of the SPA and the Transaction Documents, shall remain in full force and effect in accordance with their

respective terms and provisions. All references in the SPA shall include this Amendment. The Purchaser is not waiving any of its rights

under the SPA or Transaction Documents. This Amendment shall be deemed a portion of the SPA and shall be governed by the terms thereof.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to the Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

ACCREDITED INVESTOR QUESTIONNAIRE

IN CONNECTION WITH INVESTMENT IN SECURITIES

NLS PHARMACEUTICS LTD.

PURSUANT TO SECURITIES PURCHASE AGREEMENT DATED

TO : NLS Pharmaceutics Ltd.

PLEASE ANSWER ALL QUESTIONS.

If the appropriate answer is "None" or "Not Applicable", so state. Please print or type your answers to all questions.

Attach additional sheets if necessary to complete your answers to any item.

Your answers will be kept strictly

confidential at all times. However, NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the "Company")

may present this Questionnaire to such parties as it deems appropriate in order to assure itself that the offer and sale of securities

of the Company will not result in a violation of the registration provisions of the Securities Act of 1933, as amended, or a violation

of the securities laws of any state.

1. Please provide the following

(Please complete information in Question 5)

Date of birth, or if other than an individual, year of organization

2. Residence address, or if

other than an individual, principal office address:

4. Send mail to: Residence

5. With respect to tenants

in common, joint tenants and tenants by the entirety, complete only if information differs from that above:

Send mail to: Residence

describe your present or most recent business or occupation and indicate such information as the nature of your employment, how long you

have been employed there, the principal business of your employer, the principal activities under your management or supervision and the

scope (e.g. dollar volume, industry rank, etc.) of such activities:

state whether you (i) are associated with or affiliated with a member of the Financial Industry Regulatory Association, Inc. ("FINRA"),

(ii) are an owner of stock or other securities of FINRA member (other than stock or other securities purchased on the open market), or

(iii) have made a subordinated loan to any FINRA member:

you answered yes to any of (i) - (iii) above, please indicate the applicable answer and briefly describe the facts below:

8A. Applicable to Individuals ONLY. Please

answer the following questions concerning your financial condition as an "accredited investor" (within the meaning of Rule

501 of Regulation D). If the purchaser is more than one individual, each individual must initial an answer where the question indicates

a "yes" or "no" response and must answer any other question fully, indicating to which individual such answer

applies. If the purchaser is purchasing jointly with his or her spouse, one answer may be indicated for the couple as a whole:

8.1 Does your net worth* (or

joint net worth with your spouse or spousal equivalent) exceed $1,000,000?

you have an individual income** in excess of $200,000 or joint income together with your spouse or spousal equivalent in excess of $300,000

in each of the two most recent years and do you reasonably expect to reach the same income level in the current year?

8.3 Are you an executive officer

* For purposes hereof, net worth shall be deemed

to include ALL of your assets, liquid or illiquid MINUS any liabilities.

** For purposes hereof, the term "income"

is not limited to "adjusted gross income" as that term is defined for federal income tax purposes, but rather includes certain

items of income which are deducted in computing "adjusted gross income". For investors who are salaried employees, the gross

salary of such investor, minus any significant expenses personally incurred by such investor in connection with earning the salary, plus

any income from any other source including unearned income, is a fair measure of "income" for purposes hereof. For investors

who are self-employed, "income" is generally construed to mean total revenues received during the calendar year minus significant

expenses incurred in connection with earning such revenues.

8.B Applicable to Corporations,

Partnerships, Trusts, Limited Liability Companies and other Entities ONLY:

The purchaser is an accredited investor because

the purchaser falls within at least one of the following categories (Check all appropriate lines):

you have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks