NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED

INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

WARRANT TO PURCHASE COMMON STOCK OR PRE-FUNDED

THIS WARRANT TO PURCHASE COMMON

STOCK OR PRE-FUNDED WARRANTS, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss

Code of Obligations (the "Warrant"), certifies that, for value received, [_____________] or its assigns (the "Holder")

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the Issue Date and on or prior to 5:00 p.m. (New York City time) on [], 20[]1

(the "Termination Date") but not thereafter, to subscribe for and purchase from NLS Pharmaceutics Ltd., a corporation

incorporated under the laws of Switzerland (the "Company"), up to [____] Common Shares (as subject to adjustment hereunder,

the "Warrant Shares") or Pre-Funded Warrants (as defined below) to purchase an aggregate of up to [____] Common Shares

(as subject to adjustment hereunder). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price,

as defined in Section 2(b). The purchase price of one Pre-Funded Warrant under this Warrant shall be equal to the Exercise Price minus

CHF 0.02 (or U.S. dollar equivalent), subject to adjustment as provided herein (the "Pre-Funded Warrant Exercise Price").

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the "Purchase Agreement"), dated [__], 2022, among the Company and the purchasers signatory thereto.

means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or Switzerland or any day

on which banking institutions in the State of New York or in the Canton of Zurich (Switzerland) are authorized or required by law or other

governmental action to close.

Section 2. Exercise.

Warrant. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 2(d)), this

Warrant may be exercised for, at the Holder's sole and absolute discretion, either (i) Warrant Shares or (ii) in the event that

this Warrant will expire at a time when the limitations set forth in Section 2(d) restrict the exercise of this Warrant into Warrant Shares,

a Pre-Funded Warrant to purchase a number of Common Shares equal to the number of Warrant Shares as to which this Warrant is being exercised

in the form of a Pre-Funded Warrant attached as Exhibit A to the Purchase Agreement (the "Pre-Funded Warrants"). Exercise

of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and

on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail

attachment) of the Notice of Exercise in the form annexed hereto (the "Notice of Exercise"). Within the earlier of

(i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(c)(i)

herein) following the date of exercise as aforesaid, the Holder shall deliver, as specified in the applicable Notice of Exercise, by wire

transfer to the Company's Swiss bank account in Switzerland, (i) the unpaid portion of the aggregate Exercise Price for the Warrant

Shares, if this Warrant is being exercised for Warrant Shares or (ii) the unpaid portion of the aggregate Exercise Price minus the aggregate

Pre-Funded Warrant Exercise Price, if this Warrant is being exercised for Pre-Funded Warrants. No ink-original Notice of Exercise shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares or Pre-Funded Warrants available hereunder and the Warrant has been exercised in full, in which

case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final

Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number

of Warrant Shares or Pre-Funded Warrants available hereunder shall have the effect of lowering the outstanding number of Warrant Shares

or Pre-Funded Warrants purchasable hereunder in an amount equal to the applicable number of Warrant Shares or Pre-Funded Warrants purchased.

The Holder and the Company shall maintain records showing the number of Warrant Shares and Pre-Funded Warrants purchased hereunder and

the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of

such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of

this paragraph, following the purchase of a portion of the Warrant Shares or Pre-Funded Warrants hereunder, the number of Warrant Shares

or Pre-Funded Warrants available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

The exercise price per Common Share under this Warrant shall be $2.03 subject to adjustment hereunder (the "Exercise Price").

In no event shall the Exercise Price be adjusted below the nominal value (or U.S. dollar equivalent) of the Common Shares, which is CHF

0.02 as of the Issue Date.

Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent

to the Holder by crediting the account of the Holder's or its designee's balance account with The Depository Trust Company

through its Deposit or Withdrawal at Custodian system ("DWAC") if the Company is then a participant in such system

and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant

to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company's share register in the name of the

Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified

by the Holder in the Notice of Exercise by the date that is the latest of (i) five (5) Business Days after the delivery to the Company

of the Notice of Exercise, (ii) two (2) Business Days after delivery of the aggregate Exercise Price to the Company and (iii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the

"Warrant Share Delivery Date"). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of

(i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice

of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant

Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant

Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading

Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after

such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount

set forth in this Section 2(c)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the

Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant

remains outstanding and exercisable. As used herein, "Standard Settlement Period" means the standard settlement period,

expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Shares as in effect on

the date of delivery of the Notice of Exercise. The Company shall deliver in due course the Company's book of uncertificated securities

(Wertrechtebuch) duly signed by the Company's share registrar and evidencing the Holder as holder of the Warrant Shares,

if the Common Shares of the Company are not already listed.

of Pre-Funded Warrants Upon Exercise. If this Warrant is being exercised for Pre-Funded Warrants, the Company shall issue and dispatch

by overnight courier to the address as specified in the Notice of Exercise, Pre-Funded Warrants to purchase a number of Common Shares

equal to the number of Warrant Shares with respect to which this Warrant is being exercised by the date that is the latest of (i) five

(5) Business Days after the delivery to the Company of the Notice of Exercise, (ii) two (2) Business Days after delivery of the aggregate

Exercise Price less the aggregate Pre-Funded Warrant Exercise Price to the Company and (iii) the number of Trading Days comprising the

Standard Settlement Period after the delivery to the Company of the Notice of Exercise.

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares or Pre-Funded Warrants called for by this Warrant, which new Warrant

shall in all other respects be identical with this Warrant.

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares or Pre-Funded Warrants pursuant

to Section 2(c)(i) or 2(c)(ii), respectively, by the Warrant Share Delivery Date or the Pre-Funded Warrant Delivery Date, respectively,

then the Holder will have the right to rescind such exercise.

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the required number of Warrant Shares in accordance with the provisions

of Section 2(c)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, Common

Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise

(a "Buy-In"), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's