SEVENTH AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION This Seventh Amendment to Agreement of Merger and Plan of Reorganization (this " Amendment ") is made and entered into as of

SEVENTH AMENDMENT TO

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION

This Seventh Amendment to

Agreement of Merger and Plan of Reorganization (this "Amendment") is made and entered into as of August 29, 2025, by

and among Kadimastem Ltd., an Israeli publicly traded company limited by shares (the "Company"), NLS Pharmaceutics

Ltd., a corporation incorporated under the laws of Switzerland ("Parent"), and NLS Pharmaceuticals (Israel) Ltd., an

Israeli company ("Merger Sub", and together with the Company and Parent, the "Parties"). Capitalized

terms used herein without definition shall have the same definition ascribed thereto in the Agreement (as defined below).

WHEREAS, the Agreement

of Merger and Plan of Reorganization was made and entered into as of November 4, 2024, as amended as of January 30, 2025, as further amended

as of February 17, 2025, as further amended as of May 5, 2025, as further amended on June 5, 2025, and as further amended as of July 1,

2025, and as further amended on July 18, 2025, by and among the Company, Parent and Merger Sub (the "Agreement");

WHEREAS, the Agreement

may be amended by an instrument in writing signed on behalf of the Parties thereto; and

WHEREAS, the Parties

desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration

of the mutual promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the Parties hereby agree as follows:

Section 7.1.1 of the Agreement as amended on January 30, 2025, as further amended on May 5, 2025, and as further amended on July 1, 2025,

the Termination Date shall be extended from August 31, 2025 to October 31, 2025.

No Other Modifications. This Amendment shall be effective as of the day and year first written above. Except as amended hereby, and

as so amended, the Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. This Amendment does not constitute,

directly or by implication, an amendment or waiver of any provision of the Agreement or any ancillary document, or any other right, remedy,

power or privilege of any party, except as expressly set forth herein.

Agreement. The Agreement, as amended by this Amendment, and the documents or instruments attached hereto or thereto or referenced

herein or therein, constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement, and supersedes

all prior agreements and understandings, both oral and written, between the Parties with respect to its subject matter.

Assurances. Each Party to this Amendment agrees to perform any further acts and execute and deliver any documents that may be reasonably

necessary to carry out the provisions of this Amendment.

Law. Except to the extent that the Applicable Laws of the State of Israel apply in respect of the procedural aspects of the Merger

as set forth in Article I of the Agreement, this Amendment shall be governed by, and construed in accordance with, the laws of the

State of Delaware, without regard to any rule or principle that might refer the governance or construction of this Amendment to the Laws

of another jurisdiction.

This Amendment may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to be original and

all such counterparts shall together constitute but one and the same instrument.

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Signature Page Follows Immediately.]

IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.