To the shareholders of NLS Pharmaceutics Ltd., Zurich, Switzerland Zurich, 23 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

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 Board of Directors reserves the right, for

important reasons in the interest of the company, to withdraw all or part of the subsequent proposals 2 - 9, should agenda item

1 (nominal value reduction) be rejected by the shareholders. In this case, either none of the agenda items 2 - 9 would be put to

a vote, or individual agenda items would, for important reasons, be adjusted and voted on using the existing nominal value of CHF 0.80.

The agenda items and proposals of the Board

of Directors are as follows:

Explanation: The Company

intends to conduct an ordinary capital decrease by way of reducing the nominal value of CHF 0.80 per registered share and preferred

participation certificate (if any) equally to CHF 0.03 per registered share and preferred participation certificate (if any). If this

is not possible due to the statutory minimum share capital requirement of CHF 100,000 under Swiss corporate law on the day of the EGM,

or for any other reason, as the case may be, the Board of Directors may adjust the proposal to ensure that the nominal value is reduced

to the maximum extent possible while maintaining compliance with Swiss corporate law.

of Directors proposes to reduce the nominal value of each registered share (common and preferred shares, if any) and each preferred participation

certificate (if any) equally to CHF 0.03 per registered share and preferred participation certificate (if any), and to allocate the released

amounts to the Company's reserves.

Explanation: As mentioned

under agenda item 1 above, the Company intends to conduct an ordinary capital decrease (nominal value reduction) immediately prior to

the discussion of this agenda item. Consequently, pending shareholders' approval of the aforementioned capital decrease, it will

be necessary to revoke the ordinary capital increase resolutions adopted under agenda items 2 and 3 of the last extraordinary shareholders'

meeting held on January 7, 2024 (if approved). This is to prevent the creation of two classes of registered common shares with differing

nominal values. It being understood that it is the Company's intention to propose new capital increases related to the additional

financing (as outlined under agenda items 3 to 7 below).

of Directors proposes to revoke the resolved ordinary capital increases under agenda items 2 and 3 of the last extraordinary shareholders'

meeting held on January 7, 2024.

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, 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 (agenda items 3 - 7). It is understood that if the nominal value per share approved by

the shareholders under agenda item 1 differs from the nominal value proposed below (agenda items 3 - 7), the Board of Directors

may proceed with this agenda item using the nominal value resolved under agenda item 1, while ensuring that the maximum number of shares

to be issued remains unchanged.

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a maximum of CHF 60,000

(i.e., via the issuance of a maximum of 2,000,000 fully paid-in registered common shares in the Company with a nominal value of CHF 0.03

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

Explanation: See agenda

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a maximum of CHF 60,000

(i.e., via the issuance of a maximum of 2,000,000 fully paid-in registered common shares in the Company with a nominal value of CHF 0.03

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

Explanation: See agenda

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a maximum of CHF 60,000

(i.e., via the issuance of a maximum of 2,000,000 fully paid-in registered common shares in the Company with a nominal value of CHF 0.03

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

Explanation: See agenda

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a maximum of CHF 60,000

(i.e., via the issuance of a maximum of 2,000,000 fully paid-in registered common shares in the Company with a nominal value of CHF 0.03

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

Explanation: See agenda

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a maximum of CHF 60,000

(i.e., via the issuance of a maximum of 2,000,000 fully paid-in registered common shares in the Company with a nominal value of CHF 0.03

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

Explanation: Pursuant

to the terms of the PIPE SPA, to obtain shareholder approval to authorize and subsequently reserve a number of registered preferred shares

to enable the accredited investor to make additional investments of up to an aggregate of USD 10 million in the Company. Accordingly,

the Company intends to make up to 1,500,000 registered preferred shares available as an initial step. It is understood that if the nominal

value per share approved by the shareholders under agenda item 1 differs from the nominal value proposed below, the Board of Directors

may proceed with this agenda item using the nominal value resolved under agenda item 1, while ensuring that the maximum number of shares

to be issued remains unchanged.

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by a maximum of CHF 45,000

(i.e., via the issuance of a maximum of 1,500,000 fully paid-in registered preferred shares in the Company with a nominal value of CHF

0.03 each (the "New Preferred Shares")) and to issue these New Preferred Shares at the following terms:

Explanation: According

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

to increase and decrease the share capital within a period of not more than five years. Every time an ordinary capital increase is carried

out the capital band (Kapitalband) will automatically be deleted. Thus, a reintroduction of the capital band is necessary. Such

capital band may not exceed one-half of the existing share capital. The nominal value of CHF 0.03 per registered share of the Company

is further subject to the shareholders' approval of the ordinary capital decrease as mentioned under agenda item 1 above.

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 extraordinary

shareholders' meeting) and that (ii) the capital band shall remain in force for a duration of five years as of today's extraordinary

shareholders' meeting. 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 [ ], 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 0.03 each up to the upper limit of the capital band.

Apart from this, article 3a of the

Articles shall remain unchanged.

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. The nominal value of CHF 0.03 per registered share of the Company is further subject to the shareholders'

approval of the ordinary capital decrease as mentioned under agenda item 1 above.