Exhibit 10.2


 


April 13, 2022


 


NLS Pharmaceutics Ltd.


The Circle 6


Zurich 8058


Switzerland 


Attention: Alexander Zwyer 


   Chief Executive
Officer


 


Dear Mr. Zwyer:


 


	Re:	Registered Direct Offering of Common Shares and Concurrent
	 	Private Placement of Common Share Purchase Warrants


 


This letter (the “Agreement”)
constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and NLS Pharmaceutics
Ltd., a company organized under the laws of Switzerland (the “Company”), that the Placement Agent shall serve as the
placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”)
of common shares of the Company, par CHF 0.02 per share (the “Common Shares”), any pre-funded warrants to purchase
common shares (“Pre-Funded Warrants”), and the common share purchase warrants to purchase Common Shares (the “Investor
Warrants”, and together with the Common Shares and Pre-Funded Warrants, the “Securities”). The Securities
actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The
terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively,
the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the power or authority to bind
the Company or any Purchaser, or an obligation for the Company will issue any Securities or complete the Placement. The Company expressly
acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the
execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the
successful placement of the Securities or any portion thereof or the success of the Placement Agent with respect to securing any other
financing on behalf of the Company. Upon the written consent of the Company, the Placement Agent may retain other brokers or dealers to
act as sub-agents or selected-dealers on its behalf in connection with the Placement. Certain affiliates of the Placement Agent may participate
in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser will be
evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser,
in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available
to answer inquiries from prospective Purchasers.


 


SECTION 1. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A. Representations of
the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made
by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference
into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made
to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


 






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1. The Company has
prepared and filed with the Commission a registration statement on Form F-3 (Registration No. 333-262489), and amendments thereto,
and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the applicable Securities, which registration statement, as so amended (including post-effective amendments, if
any) became effective on February 11, 2022. At the time of such filing, the Company met the requirements of Form F-3 under the
Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and
complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules
and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form
of prospectus included in such registration statement relating to the placement of the Shares and the plan of distribution thereof
and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set
forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter
called the “Registration Statement”; such prospectus in the form in which it appears in the Registration
Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in
which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter
called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base
Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the
“Incorporated Documents”) pursuant to Item 6 of Form F-3 which were filed under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base
Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the
Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of
this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated
therein by reference. All references in this Agreement to financial statements and schedules and other information which is
“contained,” “included,” “described,” “referenced,” “set forth” or
“stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of
like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is
deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case
may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus
Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s
knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the
meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary
prospectus, if any, together with the Free Writing Prospectuses, if any, used in connection with the Placement, including any
documents incorporated by reference therein.


 


2. The Registration Statement
(and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if
applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement,
each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules
and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, did
not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated Documents,
when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable
Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material
fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated
by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading;
and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement,
when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the
applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. No post-effective
amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or
in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no
documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed
as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other
documents required to be described in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, or to be filed as exhibits
or schedules to the Registration Statement, which (x) have not been described or filed as required or (y) will not be filed within the
requisite time period.


 






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3. There are no affiliations
with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%)
or greater securityholder of the Company, except as set forth in the Purchase Agreement.


  


B. Covenants of the
Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants for
a period of at least five (5) years after the Closing Date and (ii) a competent transfer agent with respect to the Common Shares for a
period of five (5) years after the Closing Date. In addition, from the date hereof until sixty (60) days after the Closing Date, neither
the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common
Shares or Common Share Equivalents, except that such restriction shall not apply with respect to an Exempt Issuance.


 


SECTION 2. REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is
registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States of
America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a
corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and
perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in
its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best
efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable
law.


 


SECTION 3.
COMPENSATION/EXPENSES. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement
Agent and/or its respective designees a cash fee of 7.0% of the aggregate gross proceeds raised from the sale of the Placement Agent
Securities (the “Cash Fee”) and a cash fee of up to $5,000 for non-accountable expenses (the “NAE
Expenses”), provided, however that no Cash Fee shall be owed for any Placement Agent Securities sold to a Company
introduced party (a “Company Introduced Party”). The Cash Fee and the NAE Expenses shall be paid on the Closing
Date from the gross proceeds of Placement Agent Securities sold. The Company shall not be required to pay the Placement Agent any
fees or expenses except for the Cash Fee, the NAE Expenses and the reimbursement of up to $50,000 in legal expenses, provided,
however, that this sentence in no way limits or impairs the indemnification or contribution provisions contained herein, and
provided further that such fees are payable only if the sale of securities pursuant to the Purchase Agreement is consummated. The
Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event
that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of
FINRA Rules or that the terms thereof require adjustment. In addition, The Company shall bear the cost of any escrow agent with whom
an escrow agreement with respect to the Placement is entered into and the cost of any clearing agent, if any, in connection with the
offering and settlement of the Securities up to $10,000.


  






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SECTION 4.
INDEMNIFICATION.


 


A. To the extent permitted
by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its affiliates, stockholders,
directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable
fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent
that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to
appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s fraud, bad faith, willful misconduct
or gross negligence in performing the services described herein.


 


B. Promptly after receipt
by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent
is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement of such
action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except
and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects
or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel reasonably
satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement
Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for
the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for
the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more
than one such separate counsel will be paid by the Company, in addition to fees of local counsel. The Company will have the right to settle
the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent
of the Placement Agent, which will not be unreasonably withheld. The Company shall not be liable for any settlement of any action effected
without its written consent, which will not be unreasonably withheld.


 


C. The Company agrees to notify
the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding
relating to a transaction contemplated by this Agreement.


 


D. If for any reason the foregoing
indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute
to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as
is appropriate to reflect not only the relative benefits received by the Company, on the one hand, and the Placement Agent, on the other,
but also the relative fault of the Company, on the one hand, and the Placement Agent, on the other, that resulted in such losses, claims,
damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses,
claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending
any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability
hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under this Agreement
(excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).


  






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E. These indemnification provisions
shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the
termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party
under this Agreement or otherwise.


 


SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) May 6, 2022 and (ii) the Closing Date. The
date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the
course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the Placement Agent
may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination
Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities
if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation
to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning
confidentiality, indemnification and contribution contained herein will survive any expiration or termination of this Agreement. If this
Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the
Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date).
The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company
for any purposes other than those contemplated under this Agreement.


 


SECTION 6. PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement
is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.


 


SECTION 7. NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or
entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and
agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities
to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement
Agent hereunder, all of which are hereby expressly waived.


 


SECTION 8. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder are subject to the accuracy,
when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and to each of the following
additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


A. All corporate proceedings
and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement and the Placement
Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the
Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement Agent.


  






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B. The Placement Agent shall
have received from (i) outside U.S. counsel to the Company and (ii) outside Swiss counsel to the Company, each such counsel’s written
opinion with respect to the Placement Agent Securities, addressed to the Placement Agent and each Purchaser and dated as of the Closing
Date, in form and substance reasonably satisfactory to the Placement Agent.


 


C. The Placement Agent shall
have received customary officers’ certificate of the Company’s executive officers, as to the accuracy of the representations
and warranties contained in the Purchase Agreement, and a certificate of the Company’s secretary certifying (i) that the Company’s
charter documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s
Board of Directors relating to the Placement are in full force and effect and have not been modified; and (iii) as to the incumbency of
the officers of the Company.


 


D. The Placement Agent shall
have received an executed FINRA questionnaire from each of the Company and the Company’s executive officers, directors and 5% or
greater securityholders.


 


E. No stop order suspending
the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or
threatened by the Securities and Exchange Commission (the “Commission”), and any request for additional information
on the part of the Commission (to be included in the Registration Statement, the Prospectus, the Prospectus Supplement or otherwise) shall
have been complied with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection
with the Placement shall have been timely filed with the Commission.  The Placement Agent shall not have discovered and disclosed
to the Company on or prior to the Closing Date that the Registration Statement, the Prospectus, the Prospectus Supplement or any amendment
or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Placement Agent, is material or
omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make
the statements therein not misleading.


 


F. The Common Shares shall be
registered under the Exchange Act and, as of the Closing Date, shall be listed and admitted and authorized for trading on the Trading
Market or other applicable U.S. national exchange and satisfactory evidence of such action shall have been provided to the Placement Agent.
The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Shares
under the Exchange Act or delisting or suspending from trading the Common Shares from the Trading Market or other applicable U.S. national
exchange, nor has the Company received any information suggesting that the Commission or the Trading Market or other U.S. applicable national
exchange is contemplating terminating such registration or listing.


 


G. No action shall have been
taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would,
as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities, or materially and adversely affect or potentially
and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any
federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale
of the Placement Agent Securities or materially and adversely affect or potentially and adversely affect the business or operations of
the Company.


 


H. The Company shall have entered
into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities and such agreements shall be in full force and
effect and shall contain representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers.


 






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I. FINRA shall have raised no
objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested
by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA
Corporate Financing Department pursuant to FINRA Rule 2710 with respect to the Placement and pay all filing fees required in connection
therewith.


 


J. The Company shall have prepared
and filed with the Commission a Current Report on Form 6-K with respect to the Placement, including as an exhibit thereto this Agreement.


 


K. The Placement Agent shall
have received an executed lock-up agreement from each of the Company’s executive officers and directors.


 


If any of the conditions specified
in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder
may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the
Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


  


SECTION 9. GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or
any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts
of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement,
the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid
courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs
and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


SECTION 10. ENTIRE
AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or
any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise
modified or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations,
warranties, agreements and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement
Agent Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an
original thereof.


 






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SECTION 11. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address
specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day
after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on
a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following
the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.


 


SECTION 12. Press
Announcements. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its
website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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Please confirm that
the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 
	 	By:	/s/ Thomas Higgins
	 	 	Name: Thomas Higgins
	 	 	Title:    Managing Director            
	 	 
	 	Address for notice:
	 	
    590 Madison Avenue 36th Floor

    New York, New York 10022

    Attn: Thomas J. Higgins

    Email: thiggins@allianceg.com 




 


Accepted and Agreed to as of


the date first written above:


 


NLS PHARMACEUTICS LTD.


 


	By:	/s/ Alexander Zwyer	 
	 	Name: Alexander Zwyer	 
	 	Title:   Chief Executive Officer	 
	 	 
	Address for notice:
	
     

    The Circle 6

    Zurich 8058

    Switzerland   

    Attn: Alexander Zwyer, Chief Executive Officer

    Email: az@nls-pharma.com



  


[Signature Page to Placement Agency Agreement]


 


 


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