Exhibit
4.2


 





 



 





NLS
PHARMACEUTICS LTD


 


and


 


VSTOCK
Transfer LLC, as


Warrant
Agent


 







 



 


Warrant
Agency Agreement


 


Dated
as of _________, 2020


 




     


     


    

 


WARRANT
AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT, dated as of [        ] __, 2020 (“Agreement”), between
NLS Pharmaceutics Ltd., a corporation organized under the laws of Switzerland (the “Company”), and VStock Transfer
LLC, a corporation organized under the laws of [        ] (the “Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company of ___ Units (the “Offering”), with each Unit consisting of
one share of the Company’s common shares, par value CHF 0.02 per share (the “Common Shares”), one warrant
(the “Warrants”) to purchase one Common Share (the “Warrant Shares”) at a price of $[___
per share (or [__]% of the price of each Common Share sold in the Offering); and


 


WHEREAS,
the Company granted to the Underwriters an over-allotment option to purchase up to 15% of the aggregate number of Common Shares
and/or up to 15% of the aggregate number of Warrants initially sold in the Offering as part of the Units (the “Over-Allotment
Option”); and


 


WHEREAS,
upon the terms and subject to the conditions hereinafter set forth and pursuant to an effective registration statement on Form
F-1, as amended (File No. 333-236797) (the “Registration Statement”), and the terms and conditions of the Warrant
Certificate, the Company wishes to issue the Warrants in book entry form entitling the respective holders of the Warrants (the
“Holders,” which term shall include a Holder’s transferees, successors and assigns and “Holder”
shall include, if the Warrants are held in “street name,” a Participant (as defined below) or a designee appointed
by such Participant); and


 


WHEREAS,
the Common Shares and Warrants to be issued in connection with the Offering shall be immediately separable and will be issued
separately, but will be purchased together in the Offering; and


 


WHEREAS,
the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s
capacity as the Company’s transfer agent, the delivery of the Warrant Shares (as defined below).


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section
1.  Certain Definitions. For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings
hereby indicated:


 


(a) 
“Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


 


(b) 
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the
United States or Switzerland or any day on which the Nasdaq Stock Market or banking institutions in the Canton of Zurich (Switzerland)
or in the Canton of Nidwalden (Switzerland) are authorized or required by law or other governmental action to close.


 


(c) 
“Close of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(d) 
“Person” means an individual, corporation, association, partnership, limited liability company, joint venture,
trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity.


 






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(e)
 “Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing
such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in
this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below).


 


All
other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section
2.  Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment.


 


Section
3.  Global Warrants.


 


(a) 
The Warrants shall each be registered securities and shall each be evidenced by a global warrant (the “Global Warrants”),
in the form of the Warrant Certificate, which shall be deposited with the Warrant Agent and registered in the name of Cede &
Co., a nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary.
Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the
Depositary (such institution, with respect to a Warrant in its account, a “Participant”). The Warrants shall
be issued by the Company in the form of uncertificated securities (Wertrechte) as per article 973c of the Swiss Code of
Obligations.


 


(b)
 If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for,
or it is no longer necessary to have such Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each such Global Warrant, and the Company shall instruct the
Warrant Agent to deliver to each Holder of such Warrants a Warrant Certificate.


 


(c)
 A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Company and the Warrant Agent for the exchange of some
or all of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (a “Definitive
Certificate”) evidencing the same number of Warrants which request shall be in the form attached hereto as Exhibit
2 (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request
Notice by the Holder, the “Warrant Certificate Request Notice Date” and the surrender by the Holder to the
Warrant Agent of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant
Exchange”), the Company and the Warrant Agent shall promptly effect the Warrant Exchange and the Warrant Agent shall
promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant
Certificate Request Notice. Such Definitive Certificate shall be dated the date of such transfer of the Warrants, shall be manually
executed by facsimile signature by an authorized signatory of the Company, shall be in the form attached hereto as Exhibit
1. In connection with a Warrant Exchange, the Company agrees to deliver the Definitive Certificate to the Holder within ten
(10) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate
Request Notice (“Warrant Certificate Delivery Date”). The Company covenants and agrees that, upon the date
of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate
and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to
contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement,
other than Section 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate. Notwithstanding anything
to the contrary contained in this Agreement, in the event of inconsistency between any provision in this Agreement and any provision
in a Definitive Certificate, as it may from time to time be amended, the terms of such Definitive Certificate shall control.


 






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(d)
 A Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from
time to time a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon
written notice by a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive
Certificate for a beneficial interest in Global Warrants held in book-entry form through the Depositary evidencing the same number
of Warrants, which request shall be in the form attached hereto as Exhibit 3 (a “Global Warrants Request Notice”
and the date of delivery of such Global Warrants Request Notice by the Holder, the “Global Warrants Request Notice Date”
and the surrender upon delivery by the Holder of the Warrants evidenced by Definitive Certificates for the same number of Warrants
evidenced by a beneficial interest in Global Warrants held in book-entry form through the Depositary, a “Global Warrants
Exchange”), the Company shall promptly effect the Global Warrants Exchange and shall promptly direct the Warrant Agent
to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global Warrants Request Notice, which beneficial
interest in such Global Warrants shall be delivered by the Depositary’s Deposit or Withdrawal at Custodian system to the
Holder pursuant to the instructions in the Global Warrants Request Notice. In connection with a Global Warrants Exchange, the
Company shall direct the Warrant Agent to deliver the beneficial interest in such Global Warrants to the Holder within ten (10)
Business Days of the Global Warrants Request Notice pursuant to the delivery instructions in the Global Warrant Request Notice
(“Global Warrants Delivery Date”). The Company covenants and agrees that, upon the date of delivery of the
Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.


 


Section
4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Shares
(“Notice of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form
of Exhibit 1 hereto.


 


Section
5. Countersignature and Registration. Each Warrant Certificate shall be executed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer or Vice President, by facsimile signature, . Each Warrant Certificate shall be countersigned
by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall
have signed any Warrant Certificate shall cease to be such officer of the Company before countersignature by the Warrant Agent
and issuance and delivery by the Company, such Warrant Certificate nevertheless, may be countersigned by the Warrant Agent, issued
and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such
officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date
of the execution of such Warrant Certificate shall be a proper officer of the Company to sign such Warrant Certificate, although
at the date of the execution of this Warrant Agreement any such person was not such an officer.


 


The
Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration
and transfer of the Global Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders
of each of the Global Warrants, the number of Warrants evidenced on the face of each of such Global Warrant and the date of each
such Global Warrant. The Company will keep or cause to be kept at one of its offices, books for the registration and transfer
of any Definitive Certificates issued hereunder and the Warrant Agent shall not have any obligation to keep books and records
with respect to any Definitive Warrants. Such Company books shall show the names and addresses of the respective Holders of the
Definitive Certificates, the number of warrants evidenced on the face of each such Definitive Certificate and the date of each
such Definitive Certificate.


 


Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
With respect to the Global Warrants, subject to the provisions of the Warrant Certificate and the last sentence of this first
paragraph of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the
Company may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business
on the applicable Termination Date (as such term is defined in the Warrant Certificate), any Global Warrant or Global Warrants
may be transferred, split up, combined or exchanged for another Global Warrant or Global Warrants, entitling the Holder to purchase
a like number of Common Shares as the Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any
Holder desiring to transfer, split up, combine or exchange any Global Warrant shall make such request in writing delivered to
the Warrant Agent, and shall surrender the Global Warrant to be transferred, split up, combined or exchanged at the principal
office of the Warrant Agent. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied
by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent. Thereupon the
Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person
entitled thereto a Global Warrant or Global Warrants, as the case may be, as so requested. The Company may require payment from
the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Global Warrants. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed
upon by the parties hereto and provided separately on the date hereof.


 






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Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant
Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion
thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount and satisfaction of any
other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of Delaware,
and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the
Warrant Agent and cancellation of such Warrant Certificate if mutilated, the Company will make and deliver a new Warrant Certificate
of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or
mutilated.


 


Section
7. Exercise of Warrants; Exercise Price; Termination Date.


 


(a) 
The Warrants shall be exercisable commencing on the Initial Exercise Date (as defined in the Warrant Certificate). Warrants shall
cease to be exercisable and shall terminate and become void as set forth in the Warrant Certificate. Subject to the foregoing
and to Section 7(b) below, the Holder of Warrant may exercise such Warrant in whole or in part upon surrender of Warrant Certificate
with the executed Notice of Exercise and payment of the applicable Exercise Price set forth in the Warrant Certificate, which
may be made by wire transfer in United States dollars, to the Company’s Swiss bank account in Switzerland as set forth in
the Notice of Exercise. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice of Exercise
and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder whose
interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another
established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary, the Company
and the Warrant Agent (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying
with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable).
Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be
required. The Company hereby acknowledges and agrees that, with respect to a holder whose interest in a Global Warrant is a beneficial
interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing
similar functions), upon delivery of irrevocable instructions to such holder’s Participant to exercise such Warrants, that
solely for purposes of Regulation SHO that such holder shall be deemed to have exercised such Warrants.


 


(b) [Reserved].


 


(c) Upon the exercise of the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent
shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the
Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no
later than the applicable Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is
then a participant in the DWAC system of the Depositary and there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by Holder, then the certificates for Warrant Shares shall be transmitted
by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC
system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i)
or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent.
Notwithstanding anything else to the contrary in this Agreement, if any Holder fails to duly deliver payment to the Warrant Agent
of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s
Warrant as set forth in Section 7(a) hereof by the applicable Warrant Share Delivery Date, the Warrant Agent will not obligated
to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share
Delivery Date shall be deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant
Agent.


 


(d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the
Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and
shall advise the Company via email at the end of each day on which notices of exercise are received or funds for the exercise
of any Warrant are received of the amount so deposited to its account.


 






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Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the
Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant
Certificate shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other
Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver
all canceled Warrant Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Warrant
Certificates, and in such case shall deliver a certificate of destruction thereof to the Company, subject to any applicable law,
rule or regulation requiring the Warrant Agent to retain such canceled certificates.


 


Section
9. Certain Representations; Reservation and Availability of Common Shares or Cash.


 


(a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and
delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming
due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration
Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with
their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable
principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


(b) As of the date hereof, the authorized capital stock of the Company consists of ____________ Common Shares, of which approximately
[ ] Common Shares are issued and outstanding as of October __, 20__, ___________ Common Shares are reserved for issuance upon
exercise of the Warrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants,
options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company.


 


(c) The Company covenants and agrees that it will cause to be reserved and kept available out of its conditional share capital, the
number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) Intentionally Omitted.


 


(e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing
Common Shares upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge
which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or
delivery of certificates for Common Shares in a name other than that of the Holder of the applicable Warrant Certificate evidencing
Warrants surrendered for exercise or to issue or deliver any certificate for Common Shares upon the exercise of any Warrants until
any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such
Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction
that no such tax or governmental charge is due.


 


Section
10. Common Share Record Date. Each Person in whose name any certificate for Common Shares is issued (or to whose broker’s
account is credited Common Shares through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have
become the holder of record for the Common Shares represented thereby on, and such certificate shall be dated, the date on which
submission of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered
(but only if required herein) and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to
the applicable Warrant Share Delivery Date; provided, however, that if the date of submission of the Notice of Exercise
is a date upon which the Common Shares transfer books of the Company are closed, such Person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated, the next succeeding day on which the Common Shares transfer
books of the Company are open.


 






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Section
11. Adjustment of Exercise Price, Number of Common Shares or Number of the Company Warrants. The Exercise Price, the number
of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided
in Section 3 of the Warrant Certificate. As applicable. In the event that at any time, as a result of an adjustment made pursuant
to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than Common Shares, thereafter the number of such other shares so receivable upon exercise
of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7,
11 and 12 of this Agreement with respect to the Common Shares shall apply on like terms to any such other shares. All Warrants
originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall
evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder
upon exercise of the Warrants, all subject to further adjustment as provided herein.


 


Section
12. Certification of Adjusted Exercise Price or Number of Common Shares. Whenever the Exercise Price or the number of Common
Shares issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly
prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting
for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Shares a copy of such
certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.


 


Section
13. Fractional Common Shares.


 


(a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever
any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect
a rounding of such fraction to the nearest whole Warrant (rounded down).


 


(b) The Company shall not issue fractions of Common Shares upon exercise of Warrants or distribute stock certificates which evidence
fractional Common Shares. Whenever any fraction of a Common Share otherwise be required to be issued or distributed, the actual
issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section
14. Conditions of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon
the terms and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder
of the Holders from time to time of the Warrant Certificates shall be subject:


 


 (a)  ompensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.




 






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 (b) Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates or beneficial owners of Warrants.




 


 (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.




 


 (d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.




 


 (e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, the Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrants or Warrant Shares or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.




 


 (f) No Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.




 


 (g) No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or the B Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).




 


 (h) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.




 


 (i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the applicable Warrant Certificate. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law.




 






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Section
15. Purchase or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor
Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust
business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation
would be eligible for appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor
Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver
such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned,
any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in
the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in
the applicable Warrant Certificates and in this Agreement.


 


In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant
Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases
such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 


Section
16. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a)
The Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company),
and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.


 


(b)
Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a certificate signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate
shall be full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of
this Agreement in reliance upon such certificate.


 


(c)
Subject to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence
or willful misconduct, or for a breach by it of this Agreement.


 


(d)
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement
or in the Warrant Certificate (except its countersignature thereof) by the Company or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the Company only.


 


(e)
The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price
or the making of any change in the number of Common Shares required under the provisions of Section 11 or 13 or responsible for
the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment
or change (except with respect to the exercise of the Warrants as evidenced by the Warrant Certificates after actual notice of
any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Common Shares to be issued pursuant to this Agreement or any Warrant Certificate or as
to whether any Common Shares will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 






    9 


     


    

 


(f)
Each party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged
and delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto
for the carrying out or performing by any party of the provisions of this Agreement.


 


(g)
The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the
Chief Executive Officer, Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action
taken or suffered to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent
carries out such instructions without gross negligence or willful misconduct.


 


(h)
The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the
Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other
legal entity.


 


(i)
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect
or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.


 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing sent to the Company and to each transfer agent of the Common Shares, and to the Holders of the B
Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing,
sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Shares, and
to the Holders of the Warrant Certificates and the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who
shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate
may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this
Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent,
whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the
United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers
and is subject to supervision or examination by federal or state authority. After appointment, the successor Warrant Agent shall
be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property
at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.
Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor
Warrant Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the Holders of the Warrant
Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as
the case may be.


 


Section
18. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to
the contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved
by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class
of shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with
the provisions of this Agreement.


 






    10 


     


    

 


Section
19. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder
of any Warrant Certificate to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder
of any Warrant Certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant
Certificate shall be deemed given (a) on the date delivered, if delivered personally, (b) on the first Business Day following
the deposit thereof with Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized
overnight courier, (c) on the fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered
or certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via
facsimile or email attachment at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after
the date of transmission, if such notice or communication is delivered via facsimile or email attachment on a day that is not
a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


 (a)   If to the Company, to:




 


NLS
Pharmaceutics Ltd.


Alter
Postplatz 2


CH-6370
Stans, Switzerland


Attention:
Alexander Zwyer, CEO


email:
az@nls-pharma.com


 


with
a copy to the Company’s counsel (which shall not constitute notice):


 


Sullivan
& Worcester LLP


1633
Broadway, 32nd Floor


New
York, New York 10019


Attention:
Oded Har-Even, Esq.


email:
ohareven@sullivanlaw.com


 


Wenger
& Vieli AG


Dufourstrasse
56


Zurich,
Switzerland CH-8034


Attention:
Pascal Honold, Esq.


email:
p.honold@wengervieli.ch


 


 


 (b)   If to the Warrant Agent, to:




 


VStock
Transfer, LLC


18
Lafayette Place


Woodmere,
New York 11598


Attention:
Yoel Goldfeder


e-mail:
yoel@vstocktransfer.com


Facsimile
No.: (646) 536-3179


 


For
any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service
to be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return
email receipt of such email.


 






    11 


     


    

 


(c)
If to the Holder of any Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice
required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company.
Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any
Warrant, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the
Depositary or its designee.


 


Section
20. Supplements and Amendments.


 


(a)
The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders
of Global Warrants in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global
Warrants or to surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such addition
or surrender shall not adversely affect the interests of the Holders of the Global Warrants or Warrant Certificates in any material
respect.


 


(b)
In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than
a majority of the Common Shares issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying
in any manner the rights of the Holders of the Global Warrants; provided, however, that no modification of the terms
(including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or the rights of
holders of Warrants to receive liquidated damages or other payments in cash from the Company or reducing the percentage required
for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding Warrant Certificate
affected thereby; provided further, however, that no amendment hereunder shall affect any terms of any Warrant Certificate
issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall
deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment
complies with the terms of this Section 20.


 


Section
21. Successors. All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns hereunder.


 


Section
22. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company,
the Holders of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement.
This Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section
23. Governing Law. This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by,
and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles
thereof.


 


Section
24. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section
25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


Section
26. Information. The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the
holders of the Common Shares, except to the extent any such information is publicly available on the EDGAR system (or any successor
thereof) of the Securities and Exchange Commission.


 






    12 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


		NLS PHARMACEUTICS LTD
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	VSTOCK Transfer, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    13 


     


    

 


Exhibit
1


 


Form
of Warrant Certificate


 




     


     


    

 


Exhibit
2


 


Form
of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
VStock Transfer, LLC, as Warrant Agent for NLS Pharmaceutics Ltd (the “Company”)


 


The
undersigned Holder of Common Shares Purchase Warrants (“Warrants”) in the form of Global Warrants issued by
the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


		1.	Name of Holder of
                                                                                                                                                                 Warrants in form of Global Warrants: _______________________________





 


		2.	Name of Holder in Warrant Certificate (if different
from name of Holder of Warrants in form of Global Warrants): _______________________________





 


		3.	Number of Warrants in name of Holder in form of Global
Warrants: ___________________________





 


		4.	Number of Warrants for which Warrant Certificate shall
be issued:  ___________________________





 


		5.	Number of Warrants in name of Holder in form of Global
Warrants after issuance of Warrant Certificate, if any:  ___________________________





 


		6.	Warrant Certificate shall be delivered to the following
address:





 


	 		 
	 	 	 
	 	 	 
	 	 	 



 


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


	Name of Investing Entity:	 	 


 


	Signature of Authorized Signatory of Investing Entity:	 	 


 


	Name of Authorized Signatory:	 	 


 


	Title of Authorized Signatory:	 	 


 


	Date:	 	 


 




     


     


    

 


Exhibit
3


 


Form
of Global Warrant Request Notice


 


GLOBAL
WARRANT REQUEST NOTICE


 


To:[WARRANT
AGENT], as Warrant Agent for [COMPANY] (the “Company”)


 


The
undersigned Holder of Common Share Purchase Warrants (“Warrants”) in the form of Warrants Certificates issued
by the Company hereby elects to receive a Global Warrant evidencing the Warrants held by the Holder as specified below:


 


		1.	Name of Holder of
                                                                                                                                                                 Warrants in form of Warrant Certificates: _______________________________





 


		2.	Name of Holder in Global Warrant (if different from
name of Holder of Warrants in form of Warrant Certificates): _______________________________





 


		3.	Number of Warrants in name of Holder in form of Warrant
Certificates: ___________________________





 


		4.	Number of Warrants for which Global Warrant shall be
issued: ___________________________





 


		5.	Number of Warrants in name of Holder in form of Warrant
Certificates after issuance of Global Warrant, if any: ___________________________





 


		6.	Global Warrant shall be delivered to the following address:





 





	 		 
	 	 	 
	 	 	 
	 	 	 


 


 


The
undersigned hereby acknowledges and agrees that, in connection with this Global Warrant Exchange and the issuance of the Global
Warrant, the Holder is deemed to have surrendered the number of Warrants in form of Warrant Certificates in the name of the Holder
equal to the number of Warrants evidenced by the Global Warrant.


 


[SIGNATURE
OF HOLDER]


 


	Name of Investing Entity:	 	 


 


	Signature of Authorized Signatory of Investing Entity:	 	 


 


	Name of Authorized Signatory:	 	 


 


	Title of Authorized Signatory:	 	 


 


	Date:	 	 



 




     


     


    

 


Exhibit
4


 


Warrant
Agent Fee Schedule1


 


 


 




1 VStock to provide.