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

Issue Date: [____], 2024

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 date set forth above (the

"Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on October [*], 2029 (the "Termination

Date") but not thereafter, to subscribe for and/or 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"). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section

2(b). The Company may issue the Warrant Shares from its Treasury Shares and/or conditional capital for shareholders' options at its own

discretion. It is mutually understood and agreed that within this Warrant, the term "issued" shall be interpreted as "delivered"

in instances where Warrant Shares are being transferred to the Holder from the Company's Treasury Shares.

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 October 9, 2024, 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), the Commercial Register of the Canton

of Zurich or the Swiss Federal Office for the Commercial Register are authorized or required by law or other governmental action to close.

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 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) one (1) Trading Day 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 as soon as reasonably practicable 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

Price. The exercise price per Common Share under this Warrant shall be $3.97 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 0.80 as of the Initial Exercise Date.

Mechanics of Exercise.

Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company's Treasury Shares and/or the

conditional share capital for shareholders' options at its own discretion. The Company shall inform the Holder within due time after having

received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital

for shareholders' options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company's

account. 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 earliest of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the

number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment

of Exercise Price to the Company's account (such date, the "Warrant Share Delivery Date"), provided however,

that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company's

Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the

capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the

Notice of Exercise, the Holder shall be deemed for all financial purposes to have become the holder of record of the Warrant Shares with

respect to which this Warrant has been exercised to the extent permitted under Swiss law, 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) one (1) Trading Day 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 the Warrant Share Delivery Date) 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 4.1(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. 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