STANDBY EQUITY DISTRIBUTION AMENDMENT AGREEMENT This amendment agreement dated as of

STANDBY EQUITY DISTRIBUTION

This amendment agreement dated as of December

14, 2021 (the "Amendment Agreement") is 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").

Each of the Investor and the Company are sometimes referred to herein as a "Party" or collectively as the "Parties."

This Amendment Agreement is an amendment to that

certain agreement between the Parties dated as of September 27, 2021 (the "SEDA"). All capitalized terms in this Amendment

Agreement shall, unless otherwise indicated herein, have the meanings assigned to them in the SEDA.

The Parties hereby agree as follows:

"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 average

of the Daily Value Traded of Common Shares on the Company's Principal Market during the five consecutive Trading Days immediately

preceding the date of an Advance Notice, or (ii) $4,000,000."

"'Minimum Acceptable

Price' shall mean the minimum price notified by the Company to the Investor in each Advance Notice, if applicable, provided

that such price shall not be more than 85% of the VWAP on the last completed Trading Day prior to the time of the delivery of an Advance

"Section 2.01(d) Excluded Days and Minimum Acceptable

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IN WITNESS WHEREOF, the Parties have executed this Amendment Agreement

as of the date first above written.

NLS PHARMACEUTICS LTD.

The undersigned, _______________________,

hereby certifies, with respect to the sale of Common Shares of NLS PHARMACEUTICS LTD. (the "Company") issuable in connection

with this Advance Notice, delivered pursuant to that certain Standby Equity Distribution Agreement, dated as of September 27, 2021, as

amended (the "Agreement"), as follows:

undersigned is the duly elected ______________ of the Company.

are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective

amendment to the Registration Statement.

Company has performed in all material respects all covenants and agreements to be performed by the Company contained in this Agreement

on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.

amount of the Advance the Company is requesting is _____________________.

Minimum Acceptable Price with respect to this Advance Notice is _________ (if left blank then no Minimum Acceptable Price will be applicable

number of Common Shares of the Company outstanding as of the date hereof is ___________.

The undersigned has executed this Advance Notice

as of the date first set forth above.

FORM OF SETTLEMENT DOCUMENT

NLS PHARMACEUTICS LTD.

Please issue the number of Shares due to the

Investor to the account of the Investor as follows:

Number and/or email:

Agreed and approved By NLS PHARMACEUTICS LTD.: