Loan Agreement " Agreement " of 28 September 2023 between NLS Pharmaceutics AG The Circle 6 8058 Z rich Switzerland " Borrower " and Ronald Hafner Weinbergstrasse 72 8703 Erlenbach ZH Switzerland " Lender " (Borrower and

and Lender each a "Party"

Lender herewith grants a loan to the Borrower in the amount of CHF 500,000.00 ("Loan").

Loan shall be paid out within 5 Business Days after the execution of this Agreement.

Loan shall be transferred to an account designated by the Borrower.

Loan shall bear interest at the rate of 10% per annum, calculated from (and including) the date of receipt of the Loan on the

bank account designated by the Borrower to (and including) the Maturity Date (as defined below).

is calculated on the basis of the exact number of days in relation to a year of 360 days (actual/360).

shall be accrued and only becomes due and payable, together with the principal Loan amount, at the Maturity Date (or the date of its

earlier repayment and/or conversion) to the bank account indicated by the Lender.

Loan shall be used by the Borrower for general financing and corporate purposes in accordance with the purpose of the Borrower.

Agreement enters into effect upon execution by the Parties and is concluded for a fixed term until 30 November 2023 ("Maturity

entire Loan including accrued and unpaid interest shall become due for repayment on the Maturity Date.

Loan shall not be secured.

existence as well as the terms and conditions of the Agreement, and any information exchanged among the Parties in connection with the

Agreement (all such information collectively "Confidential Information"), shall be kept strictly confidential by each

Party. The Parties shall neither use in any form nor disclose to any third party any Confidential Information unless explicitly authorized

by this Agreement. The Parties shall ensure that their employees, directors and any other representatives as well as the advisors of

each Party to whom any such Confidential Information is entrusted comply with these restrictions.

term Confidential Information shall not include any information: (i) which as of the time of its disclosure by a Party was already lawfully

in the possession of the receiving Party as evidenced by written records, or (ii) which at the time of the disclosure was in the public

domain, or (iii) the disclosure of which was previously explicitly authorized by the respective Party.

non-disclosure obligation shall not apply to any disclosure of Confidential Information required by law or regulations. In the event

a disclosure of Confidential Information is required by law or regulations (including, without limitation, for tax, audit or regulatory

purposes), the disclosing Party shall use all reasonable efforts to arrange for the confidential treatment of the materials and information

Party may use any Confidential Information in accordance with this Agreement.

communication to be made under or in connection with this Agreement shall be made in writing and made by letter or e-mail.

Party may change or amend the addresses given on the cover page or designate additional addresses for the purposes of this Section 6.2

by giving the other Parties written notice of the new address in the manner set forth in this Section 6.2.

Agreement constitutes the entire agreement among the Parties and supersede any prior understandings, agreements or representations by

or among the Parties, or any of them, written or oral, with respect to the subject matter of this Agreement.

at any time any provision of the Agreement or any part thereof is or becomes invalid or unenforceable, then neither the validity nor

the enforceability of the remaining provisions or the remaining part of the provision shall in any way be affected or impaired thereby.

Parties agree to replace the invalid or unenforceable provision or part thereof by a valid or enforceable provision which shall best

reflect the Parties' original intention and shall to the extent possible achieve the same economic result.

waiver by a Party of a failure of any other Party to perform any provision of this Agreement shall operate or be construed as a waiver

in respect of any other or further failure whether of a similar or different character.

Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on

a single copy of the Agreement.

Agreement shall in all respects be governed by and construed in accordance with the substantive laws of Swiss law.

disputes arising out of or in connection with this Agreement, including disputes regarding its conclusion, validity, binding effect,

amendment, breach, termination or rescission shall be subject to the exclusive jurisdiction of the ordinary courts of Zurich, canton

of Zurich, Switzerland, venue being Zurich 1.

WITNESS WHEREOF, the Parties have signed this Agreement on the date first written above