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Short-term Note ("Agreement") dated as of

Key Takeaway: as of August 19, 2022 entered into by and among NLS Pharmaceutics AG The Circle 6 8058 Z rich Switzerland the "Borrower" and the "Company") Lenders and the Borrower each a "Party" and collectively the "Parties") 1. Definitions 2 2. Loan 2 3. Lenders' Rights and Obligatio

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as of August 19, 2022
entered into by and among
NLS Pharmaceutics AG
The Circle 6
8058 Z rich
Switzerland
the "Borrower" and the "Company")
Lenders and the Borrower each a "Party" and collectively the "Parties")
1. Definitions 2
2. Loan 2
3. Lenders' Rights and Obligations 2
4. No Joint and several liability 2
5. Coupon 3
6. Disbursements 3
7. Term and Repayment 3
8. Conversion 3
8.1 Voluntary Conversion 3
8.2 General Provisions 4
9. Security 4
10. Warrant Coverage 5
10.1 Granting of Warrants 5
10.2 Exercise Period 5
10.3 Exercise of Warrants 5
11. Miscellaneous 5
11.1 Most-Favoured Nation Clause 5
11.2 Confidentiality 5
11.3 Successors and Assigns 6
11.4 Notices 6
11.5 Entire Agreement 6
11.6 Severability 6
11.7 Amendments 6
11.8 Disclaimer 6
11.9 Form Requirements 6
11.10 Representations and Warranties. 7
12. Applicable Law and Jurisdiction 7
on the foregoing, the Parties agree as follows:
terms used in this Agreement shall have the meaning as set forth in Annex 1.
to the terms and conditions of this Agreement, the Lenders hereby grant to the Borrower a loan (each a "Loan" and together
the "Loans") in the aggregate amount of up to USD 1'530'000.00 (the "Principal Amount").
Lender grants a Loan with an amount as further specified in Annex A beside such Lenders' name.
rights of each Lender under or in connection with the Agreement are separate and independent rights and any debt arising under the Agreement
or in connection therewith to a Lender from the Borrower shall be a separate and independent debt. Each Lender may, except as otherwise
provided in this Agreement, separately enforce its rights under the Agreement or in connection therewith, independent of any other Lender.
same applies mutatis mutandis for the Warrants and the Warrant Shares as set forth in Section 10.
obligation entered into by the Lenders under this Agreement shall be construed as a joint and several liability of the Lenders and the
Lenders explicitly waive any joint and several liability (Ausschluss der Solidarhaftung). Each Lender shall only be liable to
contribute to the payment of its Loan in proportion as set forth in Section 2 above. No Lender will be liable for any obligation of another
Lender. Each Lender shall accordingly be solely and independently responsible for its own obligations under this Agreement.
coupon shall apply on the Principal Amount at a coupon rate of 10% per annum and be calculated on the basis of the actual number of days
elapsed and assuming a 365-day year, from and including the relevant value date of the Loan.
coupon becomes due and payable (i) on the date of a Conversion or (ii) the date on which repayment is otherwise mandated under this Agreement,
whichever occurs earlier.
Lender shall pay its Loan as further specified in Annex A beside such Lenders' name on or before August 24, 2022 to the following
Borrower will, within 5 days after receipt of the Loans, confirm to each Lender that the Loans have been credited on such bank account
and that the Borrower owes the relevant amount of the Loans to each Lender.
to Conversion (Section 8), the Loans granted hereunder are granted for a fixed period of time of 90 days following the date first written
above on the cover page (i.e., November 17, 2022) (the "Maturity Date").
otherwise provided for in this Agreement, the Loan Balance shall become due and payable without further notice on the Maturity Date to
the bank account provided by each Lender to the Borrower.
individual Loan Balance of each Lender may not be repaid by the Borrower without the consent of the respective Lender.
Loan Balance may be converted into Conversion Shares at the discretion of each respective Lender simultaneously with the next Qualified
Equity Financing Round before the Maturity Date or immediately prior to a Change of Control before the Majority Date.
number of Conversion Shares issuable upon such Conversion shall be determined by di-viding the Loan Balance of each respective Lender
by the applicable Conversion Price.
Lender has the right to exercise its conversion right at any time other than the events specified in this Section 8.1.
Lender hereby undertakes to take all such actions as may be reasonably necessary or appropriate in order to implement the Conversion,
in particular to subscribe for the respective number of Conversion Shares and to pay the relevant subscription price by setting off the
relevant Loan Balance.
Borrower shall procure, to the extent legally permissible, that the rights of the Lender under this Section 8 are fully honored. The
Borrower shall accept each respective Lender as new shareholder of the Borrower with voting rights and will not claim any restriction
on transferability of shares on the grounds of the articles of association of the Borrower (Statuten) or for any other reasons.
The Borrower undertakes to disclose to each Lender all information necessary to ensure that such Lender can ascertain in due course the
proper calculation of the Conversion Price. To the extent required for the implementation of the Conversion, the Borrower shall use best
efforts to procure that the shareholders of the Borrower waive their subscription rights in order to allow for the respective Lender
to become a shareholder of the Borrower according to the terms of this Agreement.
Lender understands and acknowledges that for the conversion of the Loan Balance thereon into shares of the Borrower, such share capital
increase may not be authorized by the Borrower at that given time. However, the Borrower will take all reasonable measures in order to
take such corporate actions and obtain all authorizations and consents necessary to authorize and issue such shares to ensure that the
respective Lender can enforce their conversion right under this Agreement.
Lender and the Borrower agrees that once the respective Loan Balance has been converted as provided in this Section 8, all claims under
this Agreement between the respective Lender and the Borrower shall be deemed to have been mutually settled, except for the claims in
connection with the Warrant Coverage set forth in Section 10.
the Borrower at any time or from time to time after the date of this Agreement effects a share split, subdivision or consolidation of
Shares, the Conversion Price and/or other terms of the Conversion shall be adjusted so that the number of Conversion Shares will reflect
such effects without detriment to each Lender.
Loan shall not be secured.
Borrower will grant on the date first written above to each Lender the right to purchase shares of the Borrower in form of options (such
options referred to hereafter as the "Warrants"). The exact number of Warrants granted to each Lender by the Borrower
shall be calculated in accordance with Annex 10.1a.
the purpose of issuing the Warrants to the Lenders, the Borrower shall execute and deliver a warrant confirmation to each Lender in the
form materially attached hereto in Annex 10.1b ("Warrant Confirmation") within 5 Business Days following the
date first written above.
the execution of this Agreement each Lender has the right, but not the obligation, to exercise all of its Warrants (but not less than
all) at any time prior to 24 months following the execution of this Agreement ("Exercise Period").
Warrants not exercised on or before 24 months following the execution of this Agreement will expire by the lapse of time and shall automatically
be forfeited by the respective Lender and the Borrower shall have no further obligation with respect to such Warrants to the respective
shares granted to each Lender upon the voluntary exercise of the Warrants shall be referred to hereafter as the "Warrant Shares".
Warrants shall be exercisable in whole (but not in part). If a Lender exercises its rights in relation to the Warrants in accordance
with Section 10.2, the Warrants shall be exercisable by delivering to the Company a written notice, in the form set out in Annex 10.3
("Exercise Notice").
Lender shall pay to the bank account of the Company as provided by the Company ("Company Bank Account") the Exercise
Price multiplied by the number of Warrants ("Aggregate Exercise Price") within 10 days following delivery of the Exercise
Notice to the Company. Each Lender may not set-off the Exercise Price against any other claims it may have against the Company.
corresponding number of Warrant Shares to be allotted upon the exercise of the Warrants shall be issued to each Lender as soon as reasonably
possible out of the Company's available authorized share capital or any other way at the full discretion of the Company.
Borrower shall not agree with any subsequent lender on loan terms that are more favorable for the respective lender than the ones agreed
with the Lenders herein, unless such amendments are agreed in writing through a document duly signed by the affirmative vote of Lenders
representing 2/3 of the outstanding Loans (with effect for all Lenders) and the Company.
existence as well as the terms and conditions of this Agreement, and any information exchanged among the Parties during the due diligence
and the negotiation of the transactions contemplated by this Agreement (collectively "Confidential Information"), shall
be kept strictly confidential by each Party. The Parties shall neither use in any form nor disclose to any third party any Confidential
Information unless explicitly authorized by this Agreement. The non-disclosure obligation shall not apply to any disclosure of Confidential
Information required by law or regulations. Nothing herein shall restrict the Company from granting third parties customary due diligence
access for purposes of financial, commercial, strategic or similar transactions based on appropriate non-disclosure and non-use agreements.
Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns,
provided, however, that neither Party shall be entitled to assign or transfer any of the rights or obligations hereunder to any other
notices and other communications made or to be made under this Agreement shall be given in writing or electronic form and be delivered
by post, courier or email to the addresses indicated on the cover sheet or Annex A, unless otherwise notified by a Party.
Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any agreement or
understanding with respect to the subject matter hereof that may have been concluded between the Borrower and the Lender prior to the
date of this Agreement.
at any time any provision of this Agreement or any part thereof is or becomes invalid or unenforceable, then neither the validity nor
the enforceability of the remaining provisions or the remaining part of the provision shall in any way be affected or impaired thereby.
The Parties agree to replace the invalid or unenforceable provision or part thereof by a valid or enforceable provision, which shall
best reflect the Parties' original intention and shall to the extent possible achieve the same economic result.
Parties acknowledge and agree that this Agreement may be amended by an instrument signed by all Parties.
Lenders hereby acknowledge that the Borrower is not subject to oversight by the Swiss Financial Market Supervisory Authority FINMA and
the Loan is not protected by the deposit protection rules pursuant to Art. 37h et seq. SBA.
Agreement may be executed and amended in writing or in electronic form (such as Skribble, DocuSign or AdobeSign, or which contains an
Last updated: Aug 19, 2022