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

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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 OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON SHARE PURCHASE WARRANT

NLS PHARMACEUTICS LTD.

THIS COMMON SHARE PURCHASE

WARRANT, 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 October [_], 20271

(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 Shares2

(as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one Common Share under this Warrant

shall be equal to the Exercise Price, as defined in Section 2(b).

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 September 30, 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.

Insert the date that is the fifth (5th) year anniversary of the Issue Date, provided that, if such date is not a Trading Day, insert the

immediately following Trading Day.

50% warrant coverage

Section 2. Exercise.

of Warrant. 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 Initial Exercise 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 (ore-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(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the unpaid portion of the aggregate Exercise

Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer to the Company's Swiss bank account

in Switzerland. 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 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 available hereunder shall have the effect of lowering the outstanding

number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and

the Company shall maintain records showing the number of Warrant Shares purchased 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 hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount

stated on the face hereof.

Price. The exercise price per Common Share under this Warrant shall be $0.70 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 Initial Exercise Date.

of 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(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4. l(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. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on

or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution

of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time)

on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that

payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. 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 Shares of the Company are not already listed.

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 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 pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, 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 Warrant Shares in accordance with the provisions of Section

2(d)(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

total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying

(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times

(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either

reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such

exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase

price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to

such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder

$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and,