Exhibit 10.28


 


NLS Pharmaceutics Ltd.


Alter
Postplatz 2


CH-6370
Stans 


 


___
October 2020


  


Addendum
Number 3 to Convertible Promissory Note (“Addendum”)


 


Magnetic
Rock Investment AG, a Swiss stock corporation with its registered office at c/o Ronald Hafner, Weinbergstrasse 72, 8703 Erlenbach
(ZH), Switzerland, and company no. CHE-184.662.704 (the “Lender”), granted to NLS Pharmaceutics Ltd. (formerly
NLS-1 Pharma AG), a Swiss stock corporation with its registered office at Alter Postplatz 2, 6370 Stans, Switzerland, and company
no. CHE-447.067.367 (the “Borrower”), based on the promissory note dated 18 January 2019, as amended on 16
September 2019 and in January 2020 (the “Promissory Note”) the principal sum of CHF 550,000.00 (the
“Principal Amount”), together with interest at 10.0% p.a. (the “Interest”) thereon accruing
on and from the date of payment until the entire Principal Amount is repaid (the Interest and the Principal Amount hereinafter
jointly referred to as the “Loan”). The Interest shall be calculated based on the exact number of days in relation
to a year of 360 days (actual/360), compounded annually.


 


For
the sake of clarity, CHF 500,000.00 of the Principle Amount (“Payment A”) was paid to the Borrower on 31 August
2018 (the “Date of Payment A”) and CHF 50,000.00 of the Principle Amount (“Payment B”) was paid
to the Borrower on 18 December 2018 (the “Date of Payment B”).


 


On
12 March 2019 CHF 526,979.84 of the Principal Amount was settled by conversion into equity (the “Conversion Amount”),
whereas the Lender received eight (8) registered shares at an issue price of CHF 65,872.48 (the “Conversion”).
The Conversion Amount consists of the full amount of Payment B and of CHF 476,979.84 from Payment A. As a result of the Conversion,
an outstanding amount of CHF 23,020.16 with regard to Payment A (the “Open Amount Payment A”) remains open.


 


The
following is a statement of the amended terms and conditions of the Promissory Note:


 


	1
                           – Extension Maturity Date

         

         

         

         

         
	According
                                         to section 2 of the Promissory Note, the Maturity Date and therefore the repayment of
                                         the Loan was agreed to take place no later than 30 September 2020.

         

        According
        to section 2 of the Promissory Note, the Lender may unilaterally extend the repayment term and set a new Maturity Date.

         

        The
        Lender hereby extends the Maturity Date of the Loan, replacing the existing Maturity Date, until 31 December 2020 and,
        thus, the Loan shall be due for repayment no later than 31 December 2020. The Borrower hereby acknowledges and agrees
        with the extension. References to the Maturity Date in the Promissory Note shall be to 31 December 2020.

        

	 	 
	2
    - Governing Law	This
                                    Addendum shall be governed by and construed in accordance with the substantive laws of Switzerland,
                                    without reference to principles of conflict of laws or choice of laws.

         

	3
    – Jurisdiction	All
                                    disputes arising out of or in connection with this Addendum, including disputes regarding
                                    its conclusion, validity, binding effect, amendment, breach, termination or rescission shall
                                    be subject to the exclusive jurisdiction of the ordinary courts of Stans (NW).



 


[signature
page to follow]


 




    1 


     


    

  


The
Lender


 


Magnetic
Rock Investment


 





	/s/ Ronald
    Hafner	 	 
	Ronald
    Hafner	 	 
	Chairman
    of the Board of Directors	 	 
	 	 	 
	 	 	 
	The
    Borrower	 	 
	 	 	 
	NLS
    Pharmaceutics Ltd.	 	 
	 	 	 
	/s/ Alexander
    Zwyer	 	/s/ Ronald
    Hafner
	Alexander
    Zwyer	 	Ronald
    Hafner
	Chief
    Executive Officer	 	Chairman
    of the Board of Directors



  




    2