To the shareholders of NLS Pharmaceutics AG, Zurich, Switzerland Zurich

To the shareholders of

NLS Pharmaceutics AG, Zurich, Switzerland

Zurich, October 5, 2022

Extraordinary Shareholders' Meeting of NLS Pharmaceutics AG, Zurich,

The board of directors of NLS Pharmaceutics

AG (the "Board of Directors"), with registered office at the Circle 6, 8058 Zurich, Switzerland (the "Company")

is pleased to invite you to the extraordinary shareholders' meeting of the Company. The shareholders' meeting will be held as follows:

Due to the current restrictions resulting

from the global COVID-19 pandemic, the meeting will be held in accordance with art. 27 para. 1 letter b COVID-19-Ordinance 3, i.e., without

physical presence of the shareholders. Shareholders will have the possibility to exercise their shareholder rights only through the independent

proxy, KBT Treuhand AG Z rich, Kreuzplatz 5, 8032 Zurich, Switzerland, (represented by Sandro M ller) which was elected as independent

proxy at the ordinary shareholders' meeting held on May 31, 2022, until the next annual ordinary shareholders' meeting. Although you will

not attend the meeting, your vote is important.

Please find enclosed to the invitation

a template Proxy Card. The agenda items to be voted on and the voting instructions for the proxy are provided below:

The agenda items and proposals of the Board of Directors

According to Swiss law, by

amending the articles of association, the general meeting may authorize the Board of Directors to increase the share capital within

a period of no more than two years. Such authorized share capital may not exceed one-half of the existing share capital. The Company

intends to conduct a capital increase prior to the extraordinary shareholders' meeting, thus resulting in a new existing share

capital of CHF 586'998.86 ("New Share Capital"). The calculation of the authorized share capital of the

Company for this invitation is therefore based on the New Share Capital. In case, for whatever reason, the actual share capital of

the Company on the date of the extraordinary shareholders' meeting deviates from the New Share Capital, the Board may proceed with

this extraordinary shareholders' meeting and the agenda items set forth herein based on the actual share capital of the Company.

The Board of Directors proposes that

the authorized share capital of the Company shall be renewed until October 27, 2024 and shall equal to the maximum amount of CHF 293'499.42

(article 3a of the articles of association). Therefore, paragraph 1 of article 3a of the articles of association shall be amended as follows:

It being understood that article 3a paragraph 2 and 3 of

the articles of association shall remain unchanged.

According to Swiss law, by amending

the articles of association, the general meeting may resolve to create conditional capital. The nominal amount by which the share capital

may be increased in this conditional manner must not exceed one-half of the existing share capital. The Company intends to conduct a capital

increase prior to the extraordinary shareholders' meeting, thus resulting in a new existing share capital of CHF 586'998.86 ("New

Share Capital"). The calculation of the conditional share capital of the Company for this invitation is therefore based on the

New Share Capital. In case, for whatever reason, the actual share capital of the Company on the date of the extraordinary shareholders'

meeting deviates from the New Share Capital, the Board may proceed with this extraordinary shareholders' meeting and the agenda items

set forth herein based on the actual share capital of the Company.

The Board of Directors proposes that

the conditional share capital for Shareholders' Options of the Company shall equal to the maximum amount of CHF 251'317.42 (article

3c of the articles of association). Therefore, paragraph 1 of article 3c of the articles of association shall be amended as follows:

It being understood that article 3c paragraph 2 of the articles

of association shall remain unchanged.

Administrative Information

Please note the following instructions with respect to the

participation in the extraordinary shareholders' meeting:

Shareholders who are entered in the

shareholder register maintained by our transfer Agent VStock Transfer, LLC as of October 24, 2022, 10 pm CET (reporting date) are entitled

to exercise their shareholder rights with respect to the extraordinary shareholders' meeting. During the period from October 24, 2022

until and including October 27, 2022, no entries of shares will be made in the shareholder register.

In light of the current epidemic situation

in Switzerland and the corresponding legal basis, there will be no physical attendance of shareholders at the extraordinary shareholders'

meeting. Based on art. 27 para. 1 letter b COVID-19-Ordinance 3 the shareholders will have the possibility to exercise their shareholders'

rights through the independent proxy only.

Shareholders may only be represented

by the independent proxy, KBT Treuhand AG Z rich, Kreuzplatz 5, 8032 Zurich, Switzerland (represented by Sandro M ller). The

independent proxy will be physically present at the extraordinary shareholders' meeting to vote on behalf of the shareholders who issued

instructions to him.

If the independent proxy cannot be

present, the Board of Directors will appoint a new independent proxy. The powers of attorney granted to the independent proxy will also

be valid for any new independent proxy appointed by the Board of Directors.

In order to authorize the independent

proxy, the shareholders may vote by returning the marked, signed and dated Proxy Card by e-mail or mail in line with the instructions

given therein, or by voting on the internet (go to http://www.vstocktransfer.com/proxy, click on Proxy Voter Login and log-on using the

control number provided in the Proxy Card). Voting instructions must be given no later than October 26, 2022 (received by 11:59 EST).

On behalf of the Board of Directors of NLS Pharmaceutics AG

Sig. Ronald Hafner, Chairman

Please Vote, Sign, Date and

Return Promptly in the Enclosed Envelope.

ALL VOTES MUST BE RECEIVED BY

Extraordinary Meeting Proxy Card - NLS Pharmaceutics Ltd.

The Board of Directors recommends a vote of "FOR" for Proposals 1 and 2.

To change the address on your account, please check the box at right and indicate

NLS PHARMACEUTICS LTD.

Extraordinary Meeting of Shareholders

For all disputes arising out of or in connection with

this Proxy, the ordinary courts at the registered domicile of the Company are exclusively competent. All obligations and rights arising

out of or in connection with this proxy are governed by Swiss Law. The undersigned herewith expressively declares to indemnify the proxy

or the substitutes for any direct or indirect damages arising out of or in connection with the actions referred to in this proxy card.

This proxy also delegates, to the extent permitted by

applicable law, discretionary authority to vote with respect to all other business and legal acts which the undersigned could carry out

in the event of his/her/its personal presence at the extraordinary meeting of shareholders as well as to make any changes required due

to objections by the commercial register and to any adjournment(s) or postponement(s) thereof.

PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY

AND E-MAIL OR MAIL THE ENTIRE PROXY PROMPTLY, IN ACCORDANCE WITH THE INFORMATION PROVIDED ON THE FRONT PAGE, IN ORDER TO ASSURE REPRESENTATION

OF YOUR SHARES. IF THE FORM OF PROXY IS MAILED IN THE UNITED STATES IN THE ENCLOSED ENVELOPE, NO POSTAGE NEED BE AFFIXED.

NLS PHARMACEUTICS LTD.

THIS PROXY IS SOLICITED ON

BEHALF OF THE BOARD OF DIRECTORS

shareholder of NLS Pharmaceutics Ltd., (the "Company"), hereby appoints KBT Treuhand AG Zurich represented by Sandro

Mueller and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise

act on behalf of the undersigned at the extraordinary meeting of shareholders of the Company to be held on Thursday, October 27,

2022, at the premises of Wenger Vieli AG, Metallstrasse 9, 6302 Zug, Switzerland , at 4:00 p.m. CET (9:00 a.m. EST), or at any

adjournment(s) or postponement(s) thereof, with respect to all of the ordinary shares, of the Company (the "Shares")

which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided said

proxies are authorized and directed to vote as indicated with respect to the matter set forth below this Proxy. The undersigned

herewith acknowledges all actions and declarations of his/her/its proxy or the substitutes as legally binding for him/her/it. All