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

Initial Exercise Date: [*],

Issue Date: [*], 2025

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 [__], 20301(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 and/or

capital band (Kapitalband) 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 March 26, 2025, 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 $1.80 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 0.03 as of the Initial Exercise Date.

Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained

therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part,

at such time by means of a "cashless exercise" in which the Holder shall be entitled to receive a number of Warrant Shares

equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable:

(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)

both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant

to Section 2(a) hereof on a Trading Day prior to the opening of "regular trading hours" (as defined in Rule 600(b)(68) of

Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP

on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Shares on the

principal Trading Market as reported by Bloomberg L.P. ("Bloomberg") as of the time of the Holder's execution

of the applicable Notice of Exercise if such Notice of Exercise is executed during "regular trading hours" on a Trading Day

and is delivered within two (2) hours thereafter (including until two (2) hours after the close of "regular trading hours"

on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such

Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the

close of "regular trading hours" on such Trading Day;

Price of this Warrant, as adjusted hereunder; and

of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were

by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant

Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary

to this Section 2(c).

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares is then listed

or quoted on a Trading Market, the bid price of the Common Shares for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Shares is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City

time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the

Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares is not then listed

or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported on The Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in

all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good faith by

the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares is then listed or quoted

on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the

Trading Market on which the Common Shares is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New

York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported,

or (d) in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in

good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

Notwithstanding anything herein

to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement

registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder and the Exercise Price is greater

than the VWAP on the Trading Day immediately preceding the date on which the Warrant would otherwise expire, then this Warrant shall be

automatically exercised via cashless exercise pursuant to this.

of 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 or the capital band 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