To the shareholders of NLS Pharmaceutics Ltd., Zurich, Switzerland Zurich, 16 December 2024 Invitation to the Extraordinary Shareholders' Meeting of NLS Pharmaceutics Ltd., Zurich, Switzerland Dear Shareholder, The board

To the shareholders of

NLS Pharmaceutics Ltd., Zurich, Switzerland

Zurich, 16 December 2024

Invitation to the Extraordinary Shareholders' Meeting of NLS Pharmaceutics

Ltd., Zurich, Switzerland

The board of directors of NLS Pharmaceutics Ltd.

(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 (the "EGM") of the Company. The shareholders' meeting

will be held as follows:

The agenda items to be voted on, the voting instructions

and the appendices mentioned herein are provided below:

The agenda items and proposals of the Board

of Directors are as follows:

Explanation: The Company

entered into a securities purchase agreement dated December 4, 2024 (the "PIPE SPA"), with a certain accredited investor.

Pursuant to the terms of the PIPE SPA, the Company agreed to issue and sell to the investor, in a private placement offering, up to 322,580

registered shares (common shares) in the Company (the "PIPE Shares") with a nominal value of CHF 0.80 each, at a purchase

price of USD 3.10 per common share for aggregate gross proceeds of up to USD 1 million, subject to shareholder approval.

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a minimum nominal amount

of CHF 129,032 and up to a maximum nominal amount of CHF 258,064 (i.e. via the issuance of a minimum of 161,290 and up to a maximum

of 322,580 fully paid-in registered common shares (the "PIPE Shares") and to issue the respective number of PIPE Shares

at the following terms:

Explanation: In conjunction

with the PIPE SPA, the Company has agreed to obtain shareholder approval to authorize and subsequently reserve 10,000,000 registered common

shares to enable the accredited investor to make additional investments in the Company. The Company intends to divide the approval of

this investment into multiple agenda items.

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a maximum of CHF 4,000,000

(i.e., via the issuance of a maximum of 5,000,000 fully paid-in registered common shares in the Company with a nominal value of CHF 0.80

each (the "Additional A Shares")) and to issue these Additional A Shares at the following terms:

Explanation: In conjunction

with the PIPE SPA, the Company has agreed to obtain shareholder approval to authorize and subsequently reserve 10,000,000 registered common

shares to enable the accredited investor to make additional investments in the Company. The Company intends to divide the approval of

this investment into multiple agenda items.

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a maximum of CHF 4,000,000

(i.e. via the issuance of a maximum of 5,000,000 fully paid-in registered common shares in the Company with a nominal value of CHF 0.80

each (the "Additional B Shares")) and to issue these Additional B Shares at the following terms:

Explanation: The Company

has outstanding registered preferred shares ("Preferred Shares") that are to be converted into registered common shares

("Common Shares") of the Company to ensure flexibility for future financing and strategic transactions. In order to facilitate

this, the Articles have to be amended accordingly.

of Directors proposes to convert 598,539 Preferred Shares of the Company at a ratio of 1:1 into 598,539 Common Shares of the Company and

to amend article 3 paragraph 1 of the Articles as follows:

3 - Share Capital, Shares

share capital of the Company amounts to CHF 2,799,813.60 and is divided into 3,499,767 registered shares (common shares) with a

nominal value of CHF 0.80 each. The shares are fully paid-in.

Explanation: The Company

has outstanding preferred participation certificates ("Preferred Participation Certificates") that are to be converted

into Common Shares of the Company to ensure flexibility for future financing and strategic transactions. In order to facilitate this,

the Articles have to be amended accordingly.

of Directors proposes to convert 407,913 Preferred Participation Certificates of the Company at a ratio of 1:1 into a total of 407,913

Common Shares of the Company, and to amend article 3 paragraph 1 and article 3d to the Articles as follows:

"Art. 3 - Share Capital, Shares

share capital of the Company amounts to CHF 3,126,144.00 and is divided into 3,907,680 registered shares (common shares) with a

nominal value of CHF 0.80 each. The shares are fully paid-in.

"Art. 3d - Participation Capital

participation capital amounts to CHF 485,161.60 and is divided into 606,452 registered participation certificates (preferred participation

certificates) with a nominal value of CHF 0.80 each. The participation capital is fully paid in

Explanation: The Company

currently has a share capital of CHF 1,841,507.20, divided into 1,703,345 registered common shares and 598,539 registered preferred shares,

each with a nominal value of CHF 0.80. Additionally, the Company has participation capital amounting to CHF 811,492.00, consisting of

1,014,365 preferred participation certificates with a nominal value of CHF 0.80 each (the "Previous Shares Capital").

The Company intends to conduct an ordinary capital reduction by canceling up to 598,539 preferred shares, resulting in a minimum new share

capital of CHF 1,362,676.00, and up to 1,014,365 preferred participation certificates, resulting in a minimum new participation capital

of CHF 0. Any released share capital and/or participation capital will be allocated to the Company's reserves. It is understood

that, in case, for whatever reason, the actual share capital of the Company on the date of the EGM deviates from the Previous Shares Capital,

the Board of Directors may proceed with this agenda item as set forth herein based on the actual share capital of the Company and the

Board of Directors may propose the implementation of such capital reduction to the same extent, based thereon.

of Directors proposes to reduce the share capital of the Company by up to CHF 478,831.20 through the cancellation of up to 598,539 preferred

shares, resulting in a minimum new share capital of CHF 1,362,676.00, and to reduce the participation capital of the Company by up to

CHF 811'492.00 through the cancellation of up to 1,014,365 preferred participation certificates, resulting in a minimum new participation

capital of CHF 0, and by allocation of the released amounts to the Company's reserves.

Explanation: According

to the Swiss Corporate Law, by amending the articles of association, the shareholders' meeting may authorize the Board of Directors to

increase the share capital within a period of not more than five years. Such capital band (Kapitalband) may not exceed one-half

of the existing share capital. The Company intends to conduct several ordinary capital increases and an ordinary capital reduction immediately

prior to the discussion of this agenda item at this extraordinary shareholders' meeting, thus resulting in a new share capital of the

Company ("New Share Capital"). It being understood that the calculation of the capital band for this invitation is therefore

based on the New Share Capital.

of Directors proposes that (i) the upper limit of the capital band in article 3a paragraph 1 of the Articles shall be equal to the

maximum amount permitted by law (i.e. in the amount of one-half of the New Share Capital to be calculated on the day of the EGM) and that

(ii) the capital band shall remain in force for a duration of five years as of today's EGM. Therefore, article 3a of paragraph 1 of the

Articles shall be amended substantially as follows:

Art. 3a - Capital Band

The Company has a capital band

with an upper limit of CHF [ ]. The board of directors is authorized at any

time until October 3, 2029, to increase the share capital by a maximum of CHF [ ]

once or several times and in any amount. The capital increase may be effected by issuing up to [ ]

fully paid registered shares with a par value of CHF 0.80 each up to the upper limit of the capital band.

Explanation: According

to Swiss corporate law, by amending the articles of association, the shareholders' meeting may resolve to increase the existing 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. As mentioned under agenda item 7 above, the Company intends to conduct several ordinary capital increases and an ordinary

capital reduction immediately prior to the discussion of this agenda item at this extraordinary shareholders' meeting, thus resulting

in the New Share Capital. It being understood that the calculation of the conditional share capital of the Company for this invitation

is therefore based on the New Share Capital.

of Directors proposes that the conditional share capital for Shareholders' Options of the Company (article 3c paragraph 1 of the Articles)