Exhibit 10.22


 


Series A Loan Agreement


 


“Agreement”


 


of


  


 


 


between


 


NLS Pharmaceutics AG


Alter Postplatz 2


CH-6370 Stans


“Borrower”


 


and


 


Magnetic Rock Investment AG


c/o Ronald Hafner


Weinbergstrasse 72


CH-8703 Erlenbach ZH


“Lender”


 


(Borrower and Lender each a “Party”


collectively the “Parties”)


 




     


     


    




	Series A Loan Agreement	2	/7


 


WHEREAS


 


	 	A.	The Borrower is a Swiss stock corporation with its registered office at Alter Postplatz 2, 6370 Stans, Switzerland, and company no. CHE-447.067.36 active in the area of developing and commercializing the active ingredient Mazindol for the treatment of ADHD.


 


	 	B.	The Lender has a 40.9% equity stake in the Borrower.


 


	 	C.	The Lender intends to grant the Borrower a loan in the amount of CHF 500'000 pursuant to the terms and conditions of this Agreement.


 


	 	D.	It shall be a condition precedent for the granting of the loan that Ronald Hafner, Jürgen Bauer, Peter Ödman, Michael Stein, Petronella Vieceli, Sibylle Rupp-Hafner and Patrick Hafner shall receive certain liquidation preferences with regards to their equity stake in the Borrower from Eric Konofal, Alexander Zwyer, Bruno Figadère and Eric-Jean Desbois (the “Founders”).


 


	 	E.	The terms and conditions of the liquidation preference shall be governed by a separate agreement.


 


NOW, THEREFORE,
the Parties agree as follows:


 


	 	1.	Definitions


 


As used in this Agreement in
capital letters, the terms and abbreviations set forth below shall have the following meaning, if not set forth differently in
this Agreement.


 


	Agreement	means this series A loan agreement with all its Appendices, as the same may, from time to time, be amended, novated, supplemented, extended or restated.
	Appendix	shall mean any appendix to this Agreement.
	Business Day	shall mean a day (other than a Saturday or Sunday) on which banks are open the full day for general business in Zurich, Switzerland.
	CHF	shall mean the lawful currency of Switzerland.
	CO	shall mean the Swiss Code of Obligations as of March 30, 1911, as amended.
	EUR	Shall mean the lawful currency of the European Union.
	Section	Shall mean a section of this Agreement
	Tax	Shall mean any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
	Tax Deduction	means a deduction or withholding for, or on account of, Tax from a payment under the Agreement.
	USD	shall be the lawful currency of the United States of America.


 




     


     


    




	Series A Loan Agreement	3	/7


 


	 	2.	Loan Amount


 


The Lender herewith grants
a loan to the Borrower in the amount of CHF 500'000 (“Loan”).


 


The Loan shall be paid out
in two separate tranches as follows:


 


	 	-	First tranche: CHF 300'000 shall become payable within 2 Business Days after the execution of this Agreement.


 


	 	-	Second tranche: CHF 200'000 shall become payable within 2 Business Days after the Borrower has provided evidence to the Lender that the Borrower has a) completed the audit for the business year 2019 and b) filed the Form F-1 registration statement under the securities act of 1933 to the Securities Exchange Commission.


 


The Loan shall be transferred
to an account designated by the Borrower.


 


	 	3.	Conditions Precedent


 


The Lender shall not be obliged
to grant the Loan to the Borrower unless the agreement regarding liquidation preference in the form as attached hereto in Appendix
A has been duly executed by the parties thereto.


 


	 	4.	Interest


 


	 	4.1.	Regular Interest


 


The Loan shall bear interest
at the rate of 10% per annum, calculated from (and including) the date of receipt of the Loan on the bank account designated
by the Borrower to (and including) the Maturity Date (as defined below).


 


Interest is calculated on the
basis of the exact number of days in relation to a year of 360 days (actual/360).


 


Interest shall be accrued and
only becomes due and payable, together with the principal Loan amount, at the Maturity Date (or the date of its earlier repayment)
to the bank account indicated by the Lender.


 


	 	4.2.	Default Interest


 


In case the Borrower does not
make any payment on the due date as foreseen in this Agreement, default interest rate of 15% per annum shall apply.


 


	 	4.3.	Minimum Interest


 


When entering into this Agreement,
the Borrower and the Lender have assumed that the interest payable at the rates specified in this Agreement is not and will not
be subject to any Tax Deduction. Therefore, the Borrower agrees that the interest payable by it under this Agreement are minimal
interest rates.


 


If the interest payments should
nevertheless be reduced by any Tax Deduction, the interest rate pursuant to Agreement shall be increased so that the new interest
rate minus the Tax Deduction corresponds to the minimum interest rate.


 




     


     


    




	Series A Loan Agreement	4	/7


 


	 	5.	Purpose


 


	 	5.1.	Purpose


 


The Loan shall be used by the
Borrower for general financing purposes, for other general corporate purposes and for the payment of fees, costs, and expenses
incurred in connection with this Agreement.


 


	 	5.2.	Monitoring


 


The Lender is not bound to monitor
or verify the application of any amount borrowed pursuant to this Agreement.


 


	 	6.	Term, Repayment, Prepayment


 


This Agreement enters into
effect upon execution by the Parties and is concluded for a fixed term until 30. September 2020 (“Maturity Date”).


 


The entire Loan including accrued
and unpaid interest shall become due for repayment on the Maturity Date.


 


The Borrower is entitled to
repay the Loan (in whole or part) including accrued interest thereon prior the Maturity Date without penalty.


 


Any repayment may be made in
CHF or an equivalent amount in EUR or USD.


 


	 	7.	Collateral


 


The Loan shall not be secured.


 


	 	8.	MISCELLANEOUS


 


	 	8.1.	Confidentiality


 


The existence as well as the
terms and conditions of the Agreement, and any information exchanged among the Parties in connection with the Agreement (all such
information collectively “Confidential Information”), shall be kept strictly confidential by each Party. The
Parties shall neither use in any form nor disclose to any third party any Confidential Information unless explicitly authorized
by this Agreement. The Parties shall ensure that their employees, directors and any other representatives as well as the advisors
of each Party to whom any such Confidential Information is entrusted comply with these restrictions.


 


The term Confidential Information
shall not include any information: (i) which as of the time of its disclosure by a Party was already lawfully in the possession
of the receiving Party as evidenced by written records, or (ii) which at the time of the disclosure was in the public domain, or
(iii) the disclosure of which was previously explicitly authorized by the respective Party.


 


The non-disclosure obligation
shall not apply to any disclosure of Confidential Information required by law or regulations. In the event a disclosure of Confidential
Information is required by law or regulations (including, without limitation, for tax, audit or regulatory purposes), the disclosing
Party shall use all reasonable efforts to arrange for the confidential treatment of the materials and information so disclosed.


 


Each Party may use any Confidential
Information in accordance with this Agreement.


 




     


     


    




	Series A Loan Agreement	5	/7


 


	 	8.2.	Notices


 


Any communication to be made
under or in connection with this Agreement shall be made in writing and made by letter or e-mail. The address, fax number and e-mail
address for the Parties for any communication or document to be made or delivered under or in connection with this Agreement is:


 


	 	a)	in the case of the Borrower:


 


Attention: Alexander Zwyer,
NLS Pharmaceutics AG, Alter Postplatz 2, CH-6370 Stans


 


E-Mail: az@nls-pharma.com


 


	 	b)	in the case of the Lender:


 


Attention: Ronald Hafner, Magnetic
Rock Investment AG,


 


E-Mai: 


 


Each Party may change or amend
the addresses given above or designate additional addresses for the purposes of this Section 8.2 by giving the other Parties written
notice of the new address in the manner set forth in this Section 8.2.


 


	 	8.3.	Entire Agreement


 


The Agreement (including the
Appendices hereto) constitute the entire agreement among the Parties and supersede any prior understandings, agreements or representations
by or among the Parties, or any of them, written or oral, with respect to the subject matter of this Agreement.


 


	 	8.4.	Partial Invalidity


 


If at any time any provision
of the Agreement or any part thereof is or becomes invalid or unenforceable, then neither the validity nor the enforceability of
the remaining provisions or the remaining part of the provision shall in any way be affected or impaired thereby.


 


The Parties agree to replace
the invalid or unenforceable provision or part thereof by a valid or enforceable provision which shall best reflect the Parties'
original intention and shall to the extent possible achieve the same economic result.


 


	 	8.5.	Waiver of Rights


 


No waiver by a Party of a failure
of any other Party to perform any provision of this Agreement shall operate or be construed as a waiver in respect of any other
or further failure whether of a similar or different character.


 


	 	8.6.	Counterparts


 


The Agreement may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the
Agreement.


 


	 	9.	Governing law and jurisdiction


 


	 	9.1.	Governing Law


 


This Agreement shall in all
respects be governed by and construed in accordance with the substantive laws of Swiss law.


 


	 	9.2.	Jurisdiction


 


All disputes arising out of
or in connection with this Agreement, 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 Zurich, canton of Zurich, Switzerland,
venue being Zurich 1.


 




     


     


    




	Series A Loan Agreement	6	/7


 


IN WITNESS WHEREOF, the Parties
have signed this Agreement on the date first written above


 


Magnetic Rock Investment AG


 


	/s/
Ronald Hafner	 	
	Name:  Ronald Hafner	 	Name:
	Function:  Chairman of the Board	 	Function:


 


NLS Pharmaceutics AG


 


	/s/
Ronald Hafner	 	/s/ Alexander Zwyer
	Name:   Ronald Hafner	 	Name:
    Alexander Zwyer
	Function:   Chairman of the Board	 	Function:  CEO


 




     


     


    




	Series A Loan Agreement	7	/7


 


Appendix A


 


Agreement


 


"Agreement"


 


of


_____________________________


between


 


 


		1.	Investors



 


		1.1.	Ronald
                                         Hafner, _______



 


		1.2.	Jürgen
                                         Bauer, _______



 


		1.3.	Peter
                                         Ödman, _______



 


		1.4.	Michael
                                         Stein, _______



 


		1.5.	Magnetic
                                         Rock Investment AG, _______



 


		1.6.	Petronella
                                         Vieceli, _______



 


		1.7.	Sibylle
                                         Rupp-Hafner, _______



 


		1.8.	Patrick
                                         Hafner, _______



 


(each
an " Investor", collectively the "Investors")


 


and


 


		2.	Founders



 


		2.1.	Eric
                                         Konofal, 2, _______



 


		2.2.	Alexander
                                         Zwyer, _______



 


		2.3.	Bruno
                                         Figadère, 17, _______



 


		2.4.	Eric-Jean
                                         Desbois, _______






(each
a "Founder", collectively the "Founders")


 


(Investors
and Founders hereinafter each a "Party", collectively the "Parties")


 


regarding
Liquidation Preference in the equity stake in NLS Pharmaceutics AG


 






     


    	Agreement	2/10 



    

 


WHEREAS


 


		A.	Magnetic
                                         Rock Investment AG intends to grant a loan in the amount of CHF 500'000 to NLS Pharmaceutics
                                         AG. The terms and conditions of the loan are governed in a separate agreement (the "Series
                                         A Loan Agreement").



 


		B.	Ronald
                                         Hafner, Jürgen Bauer, Peter Ödman, Michael Stein and the Founders, inter
                                         alios, have entered into a shareholder's agreement regarding the shares of NLS Pharmaceutics
                                         AG (formerly: NLS-1 Pharma AG) dated August 31, 2015 which was amended on February 2017
                                         (the "Shareholders' Agreement").



 


		C.	Magnetic
                                         Rock Investment AG, Petronella Vieceli, Sibylle Rupp-Hafner and Patrick Hafner shall
                                         accede to the Shareholders' Agreement.



 


		D.	The
                                         Investors have a 52.59% equity stake in NLS Pharmaceutics AG.



 


		E.	The
                                         Founders have a 44.32% equity stake in NLS Pharmaceutics AG.



 


		F.	It
                                         shall be a condition precedent for the granting of the Series A Loan Agreement that the
                                         Founders grant liquidation preferences to the Investors with regards to their equity
                                         stake in NLS Pharmaceutics AG.



 


NOW,
THEREFORE, the Parties agree as follows:


 


		1.	Definitions



 


As
used in this Agreement in capital letters, the terms and abbreviations set forth below shall have the following meaning, if not
set forth differently in this Agreement.


 


	Agreement	shall
    mean this Agreement, including all of its Appendices.
	 	 
	Appendix	shall
    mean any appendix to this Agreement.
	 	 
	Article	shall
    mean an article of this Agreement.
	 	 
	Company	shall
    mean NLS Pharmaceutics AG, a Swiss stock corporation with registered office at Alter Postplatz 2, 6370 Stans, Switzerland,
    firm number CHE-447.067.367.



 






     


    	Agreement	3/10 



    

 


	Liquidation
    Event	Shall
    mean, with the exception of an IPO, Private Placement or Transfer to Special Purpose Acquisition Companies, any of: (i) a
    Transfer of more than 50% of Shares and/or completion of the sale or transfer of the legal or beneficial interest in any Shares
    which would result in a change of control; (ii) a transfer of all or substantially all the assets of the Company; or (iii)
    a merger or consolidation involving the Company in which the Company is not the surviving entity.
	 	 
	IPO

        
	shall
    mean the initial public listing of Shares of the Company on an internationally recognized securities exchange.
	 	 
	Private
    Placement	shall
    mean a funding round of Shares which are not sold through an IPO, but rather through a private offering to a small number
    of chosen investors.
	 	 
	Series
    A Loan	shall
    mean the loan granted in accordance with the Series A Loan Agreement dated _______________ and as attached hereto in Appendix
    A.
	 	 
	Series
    A Loan Agreement	shall
    mean the agreement dated _______________ and as attached hereto in Appendix A.
	 	 
	Shares	shall
    mean the shares of the Company.
	 	 
	Special
    Purpose 

    Acquisition Companies	shall
    mean publicly-traded investment vehicles that raise funds via an IPO in order to complete a targeted acquisition. They enable
    private companies to have a unique way to access growth capital in the public markets, while offering investors a way to co-invest
    side-by-side with best-in-class sponsors.
	 	 
	Total
    Investment 	shall
    mean the total investments by the Investors which amounts to USD 13'039'110 as of the date of this Agreement.
	 	 
	Transfer	shall
    mean any sale, assignment, any other disposal or transfer of Shares resulting in a change of ownership over the Shares.
	 	 
	Preference
    Amount	shall
    mean a certain percentage of the Total Investment, whereas the Preference Amount shall vary depending on the gross proceeds
    resulting from a Liquidation Event regarding the Company.



 

		2.	Accession
                                         to the Shareholders' Agreement



 


Magnetic
Rock Investment AG, Petronella Vieceli, Sibylle Rupp-Hafner and Patrick Hafner hereby irrevocably and unconditionally accede to
the existing Shareholders' Agreement in their capacity as Series A Investors with full rights and obligations.


 


Magnetic
Rock Investment AG, Petronella Vieceli, Sibylle Rupp-Hafner and Patrick Hafner hereby acknowledge and agree that they are in receipt
of a full copy of the Shareholder's Agreement (a copy of the shareholders' agreement dated August 31, 2015 and a copy of the accession
memorandum and amendment no. 1 to the shareholders' agreement dated February 2017) and have fully understood the content of the
Shareholders' Agreement. Further, Magnetic Rock Investment AG, Petronella Vieceli, Sibylle Rupp-Hafner and Patrick Hafner hereby
acknowledge and agree to be fully bound by and be entitled pursuant to the terms and conditions of the Shareholders' Agreement.


 






     


    	Agreement	4/10 



    

 


		3.	Relationship
                                         to the Shareholders' Agreement



 


This
Agreement between the Parties shall be in addition to the Shareholders' Agreement. Unless otherwise defined herein, capitalized
terms shall have the same meaning as in the Shareholders' Agreement.


 


In
the event of any conflict or discrepancies between the provisions of this Agreement and the Shareholder's Agreement, the provisions
of this Agreement shall prevail to the extent such conflicts or discrepancies pertain to matters between and among the Investors
and the Founders.


 


		4.	Liquidation
                                         Preference



 


		4.1.	Conditions



 


The
Liquidation Preference, as defined hereafter in Article 4.2, shall be granted under the following cumulative conditions:


 


		a)	The
                                         Series A Loan was paid out in full to the Borrower in accordance with the Series A Loan
                                         Agreement; and



 


		b)	The
                                         Series A Loan including accrued and unpaid interest has not been fully repaid by the
                                         Borrower on its maturity date according to the Series A Loan Agreement; and



 


		c)	A
                                         Liquidation Event has occurred.



 


		4.2.	Grant



 


In
case the conditions under Article 4.1 are cumulatively met, the net proceeds (i.e. net of any third party costs and applicable
Taxes) resulting from a Liquidation Event shall be distributed between the Investors and the Founders in accordance with the document
attached hereto as Appendix B. In case the gross proceeds resulting from a Liquidation Event are between USD
12'500'000 and USD 30'000'000, the Investors are entitled to a preferential distribution of the net proceeds of the Company (the
"Liquidation Preference"). For the avoidance of doubt, no Liquidation Preference is granted if the gross proceeds
resulting from the Liquidation Event are below USD 12'500'000 or above USD 30'000'000. For the purpose of this Agreement, gross
proceeds shall mean the total payment proceeds resulting from a Liquidation Event including upfront, earn-out and deferred payments.


 


The
following example shall illustrate the Liquidation Preference:


 


Assumption:


 





The
gross proceeds resulting from a Liquidation Event are USD 15'000'000. The total net proceeds to be distributed between all shareholders
are USD 10’123’500, the net proceeds to be distributed between the Founders and the Investors are USD 9’809’672.


 


Calculation
of Liquidation Preference:


 


1)
The net proceeds to be distributed between the Founders and the Investors are decreased by 5% of the Total Investment (the "Preference
Amount") which amounts to new proceeds to be distributed between the Investors and Founders (the "New Net Proceeds")
of USD 9’157’716.


 






     


    	Agreement	5/10 



    

 


2)
The New Net Proceeds are to be distributed pro rata between the Founders and the Investors. Thus, USD 4’963’482 are
distributed to the Investors and USD 4’194’234 are distributed to the Founders.


 





3)
In addition, the Preference Amount of USD 651’956 is distributed pro rata between the Investors.


 





All
Parties (i) hereby irrevocably undertake to execute all documents or instruments and to take all required actions and measures
to comply with and (to the extent not yet effected) effect the Liquidation Preference, and (ii) hereby irrevocably assign, to
the extent required to give effect to the Liquidation Preference, their rights vis-à-vis the Company or a third
party acquirer to receive proceeds from the Liquidation Event, and each respective receiving Party hereby accepts such assignment,
in each case with effect as per the occurrence of a Liquidation Event. The Company, if applicable, acknowledges its notification
of such assignment, by signing this Agreement.


 


		5.	General
                                         Provisions



 


		5.1.	Amendments



 


This
Agreement may only be modified or amended by a document duly signed by all Parties. Any provision contained in this Agreement
may only be waived by a document duly signed by the Party waiving such provision.


 


		5.2.	Notices



 


All
notices or other communications to be given under or in connection with this Agreement shall be made in writing and shall be delivered
by registered mail to the addresses mentioned on the cover page of this Agreement.


 


		5.3.	Severability
                                         / Good Faith



 


Should
any part or provision of this Agreement be held to be invalid by any competent court, governmental or administrative authority
having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall endeavour
to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and
shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that this Agreement
is found to contain any gaps or omissions.


 


		5.4.	No
                                         Waiver



 


The
failure of any of the Parties to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no
way be considered as a waiver of such provisions or rights or in any way affect the validity of this Agreement.


 


		5.5.	No
                                         Assignment



 


Except
as otherwise provided for in this Agreement, the Parties shall not assign this Agreement or any rights or obligations hereunder
to any third party without the prior written consent of the other Party.


 


		5.6.	Appendices



 


All
Appendices form an integral part of this Agreement.


 






     


    	Agreement	6/10 



    

 


		5.7.	Confidentiality



 


The
Parties undertake to respect confidentiality as regards to the execution and the terms of this Agreement, and to abstain from
disclosing the existence of this Agreement, its contents and all information provided to it by the other Party in connection with
the negotiation of this Agreement without prior written approval of the other Party. Either Party, however, shall be entitled
to disclose confidential information to the extent that one of the Parties is requested to such disclosure by applicable law or
regulations or court proceedings.


 


		6.	Governing
                                         Law and Jurisdiction



 


This
Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.


 


All
disputes arising out of or in connection with the present Agreement, including disputes on its conclusion, binding effect, amendment
and termination, shall be resolved by the ordinary courts of the Canton of Zurich, the venue being Zurich 1.


 


[signatures
on the next page]


 




     


    	Agreement	7/10 



    


 


IN
WITNESS WHEREOF, the Parties have signed
this Agreement on the date first written above.


 


Investors


 


	/s/
    Ronald Hafner	 	/s/
    Jürgen Bauer
	Ronald
                                         Hafner

        
	 	Jürgen
                                         Bauer

        

	 	 	 
	/s/
    Peter Ödman	 	/s/
    Michael Stein
	Peter
    Ödman	 	Michael
    Stein
	 	 	 
	/s/
    Petronella Vieceli	 	/s/
    Sibylle Rupp-Hafner
	Petronella
    Vieceli	 	Sibylle
    Rupp-Hafner
	 	 	 
	/s/
    Patrick Hafner	 	
	Patrick
    Hafner	 	 
	 	 	 
	Magnetic
    Rock Investment AG	 	 


 


	/s/ Ronald Hafner	 	 
	Name: Ronald Hafner	 	Name:


 






     


    	Agreement	8/10 



    

 


Founders


 


	/s/
    Eric Konofal	 	/s/
    Alexander Zwyer
	Eric
    Konofal	 	Alexander
    Zwyer
	 	 	 
	/s/
    Bruno Figadère	 	/s/
    Eric-Jean Desbois
	Bruno
    Figadère	 	Eric-Jean
    Desbois


 


Acknowledged
by


 


NLS
Pharmaceutics AG


 


	/s/
    Alexander Zwyer	 	/s/
    Ronald Hafner
	Name:
                                         Alexander Zwyer

        Function:
        CEO
	 	Name:
                                         Ronald Hafner

        Function:
        Chairman of the board



 






     


    	Agreement	9/10 



    

 


Appendix
A


 


 


 


 


 


 


 


 


 


 




     


    	Agreement	10/10 



    


 


Appendix
B