STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (this " Agreement ") dated as of

STANDBY EQUITY DISTRIBUTION AGREEMENT

THIS STANDBY EQUITY DISTRIBUTION

AGREEMENT (this "Agreement") dated as of September 27, 2021 is made by and between YA II PN, LTD., a Cayman

Islands exempt limited partnership (the "Investor"), and NLS PHARMACEUTICS LTD.,

a company incorporated under the laws of Switzerland (the "Company").

WHEREAS, the parties

desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the

Investor, and the Investor shall purchase from the Company, up to $20 million of the Company's common shares, nominal value CHF

0.02 per share (the "Common Shares") from time to time as provided herein, and the Company shall issue and the Investor

shall purchase from the Company $2,500,000 of Common Shares within 15 Business Days following the date hereof; and

Shares are listed for trading on the Nasdaq Stock Market under the symbol "NLSP;" and

and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended,

and the rules and regulations promulgated thereunder (the "Securities Act"), or upon such other exemption from the

registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.

the parties hereto agree as follows:

Article I. Certain Definitions

Section 1.01 "Adjusted

Advance Amount" shall have the meaning set forth in Section 2.01(d).

Section 1.02 "Advance

Date" shall mean the 1st Trading Day after expiration of the applicable Pricing Period for each Advance.

Section 1.03 "Advance

Notice" shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company

and setting forth the amount of an Advance that the Company desires to issue and sell to the Investor.

Section 1.04 "Advance

Notice Date" shall mean each date the Company delivers (in accordance with Section 2.01(b) of this Agreement) to the Investor

an Advance Notice, subject to the terms of this Agreement.

Section 1.05 "Advances"

shall mean any issuance and sale from the Company to the Investor pursuant to Article II hereof in the amount set forth in an Advance

Section 1.06 "Affiliate"

shall have the meaning set forth in Section 3.07.

Section 1.07 "Agreement"

shall have the meaning set forth in the preamble of this Agreement.

Section 1.08 "Applicable

Laws" shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines

and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation

(i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable

laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt

Practices Act of 1977, and (iii) any Sanctions laws.

Section 1.09 "Basket"

shall have the meaning set forth in Section 5.04.

Out Period" shall have the meaning set forth in Section 6.02.

Section 1.11 "Business

Day" shall mean 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) or in the Canton of Nidwalden

(Switzerland) are authorized or required by law or other governmental action to close.

Section 1.12 "Closing"

shall have meaning set forth in Section 2.02.

Section 1.13 "Commitment

Amount" shall mean $20,000,000 of Common Shares.

Section 1.14 "Commitment

Fee Shares" shall have the meaning set forth in Section 13.04.

Section 1.15 "Commitment

Period" shall mean the period commencing on the date hereof and expiring upon the date of termination of this Agreement in accordance

Section 1.16 "Common

Shares" shall have the meaning set forth in the recitals of this Agreement.

Section 1.17 "Company"

shall have the meaning set forth in the preamble of this Agreement.

Section 1.18 "Company

Indemnitees" shall have the meaning set forth in Section 5.02.

Section 1.19 "Company's

Account" shall mean the bank account of the Company set forth on Exhibit C attached hereto, or such subsequent account as designated

in writing by the Company

Section 1.20 "Condition

Satisfaction Date" shall have the meaning set forth in Section 7.01.

Value Traded" shall mean the product obtained by multiplying the daily trading volume of the Company's Common Shares on

the Principal Market during regular trading hours as reported by Bloomberg L.P., by the VWAP for such Trading Day.

Section 1.22 "Environmental

Laws" shall have the meaning set forth in Section 4.08.

Section 1.23 "Exchange

Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Section 1.24 "Exchange

Cap" shall have the meaning set forth in Section 1.14.

Section 1.25 "Excluded

Day" shall have the meaning set forth in Section 2.01(d)(i).

Section 1.26 "Hazardous

Materials" shall have the meaning set forth in Section 4.08.

Section 1.27 "Initial

Closing Date" shall have the meaning set forth in Section 2.04.

Section 1.28 "Initial

Purchase Amount" shall have the meaning set forth in Section 2.04.

Section 1.29 "Initial

Shares" shall have the meaning set forth in Section 2.04.

Section 1.30 "Indemnified

Liabilities" shall have the meaning set forth in Section 5.01.

Section 1.31 "Investor"

shall have the meaning set forth in the preamble of this Agreement.

Section 1.32 "Investor

Indemnitees" shall have the meaning set forth in Section 5.01.

Section 1.33 "Market

Price" shall mean the lowest daily VWAP of the Common Shares during the relevant Pricing Period, other than the daily VWAP on

Section 1.34 "Material

Adverse Effect" shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material

adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material

adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,

taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis

its obligations under this Agreement.

Section 1.35 "Material

Outside Event" shall have the meaning set forth in Section 6.08.

Section 1.36 "Maximum

Advance Amount" in respect of each Advance Notice means the lower of: (i) an amount equal to one hundred percent (100%) of the