Articles of Association of Enlivex Therapeutics Ltd. A Company Limited by Shares Under The Companies Law, 5759-1999 Chapter 1 General 1 Chapter 2 Shares and Share Capital 2 Chapter 3 General Meetings 5 Chapter 4 The Boar

Companies Law, 5759-1999

The name of the Company

is Enlivex Therapeutics Ltd.

The goal of the Company

is to engage in any lawful business.

The liability of the shareholders

for the Company's debts shall be limited to the full amount (nominal value with the addition of premium) required to be paid to

the Company for the shares and which has not yet been paid.

The Company is entitled to donate

a reasonable sum of money for a fit purpose. The Board of Directors of the Company is entitled to determine, at its discretion, rules

for the making of donations by the Company.

Chapter 2 Shares and Share Capital

Each share certificate shall bear

the signature of at least one Director, together with the Company stamp or its printed name.

The Board of Directors is entitled,

at any time prior to the date on which the forfeited share is sold, reallocated, or otherwise transferred, to nullify the forfeiture on

such conditions as it shall see fit.

The Company is entitled, subject to

any law, to issue redeemable securities on such conditions as shall be determined by the Board of Directors, provided that the General

Meeting shall approve the recommendation of the Board of Directors and the conditions established thereby.

Chapter 3 General Meetings

If the General Meeting has assumed

authorities granted to the Board of Directors in accordance with the Companies Law, the shareholders shall bear the same rights, obligations,

and liability as apply to the Board of Directors regarding the exercising of those same authorities, as detailed in section 50 of the

Companies Law, as this shall be amended from time to time.

Shareholders entitled to participate

in and vote at the General Meeting are the shareholders as of such date as shall be determined by the Board of Directors in the decision

to convene the General Meeting, and subject to any law.

Chapter 4 The Board of Directors

The Board of Directors shall set the

Company's policy, supervise the execution of the functions and actions of the General Manager, and, within this, shall act and shall

enjoy all the authorities detailed in section 92 of the Companies Law. In addition, any authority not granted in the Companies Law or

in these Articles to another organ may be exercised by the Board of Directors, in addition to the authorities and functions of the Board

of Directors in accordance with the content of any law.

At each Annual Meeting, commencing with the Annual

Meeting to be held following the approval of this provision (anticipated to be in 2026), each of the successors elected to replace the

directors of a Class whose term shall have expired at such Annual Meeting shall be elected to hold office until the third Annual Meeting

next succeeding his or her election (or re-election) and until his or her respective successor shall have been elected and qualified.

Notwithstanding anything to the contrary, each Director shall serve subject to Article 4.2 hereof until his or her successor is elected

and qualified or until such earlier time as such Director's office is vacated.

If the number of Directors (excluding External

Directors, if any were elected) that comprise the Board of Directors is hereafter changed, any newly created directorships or decrease

in directorships shall be so apportioned by the Board of Directors among the classes as to make all classes as nearly equal in number

as is practicable, provided that no decrease in the number of Directors constituting the Board of Directors shall shorten the term of

any incumbent Director.

The appointment or cessation of office

of a Substitute Director shall be made in a written document signed by the Director who appointed him; in any case, however, the office

of a Substitute Director shall be terminated if one of the cases stipulated in the paragraphs in Article 4.2.10 below shall apply,

or if the office of the member of the Board of Directors for whom he serves as a substitute shall become vacant for any reason.

A Substitute Director is considered tantamount

to a Director and all the legal provisions and the provisions of these Articles shall apply, with the exception of the provisions regarding

the appointment and/or dismissal of a Director as established in these Articles.

Notwithstanding the above, the Board

of Directors is entitled to convene a meeting without notification, in urgent matters, with the consent of the majority of the Directors.

Chapter 5 Committees of the Board of Directors

Chapter 6 General Manager

Chapter 7 Exemption, Insurance, and Indemnification

Subject to the provisions of the Companies

Law and the Securities Law, the Company hereby releases, in advance, its Office Holders from liability to the Company for damage that

arises from the breach of the Office Holder's duty of care to the Company.

Subject to the provisions of the Companies

Law and the Securities Law, the Company may enter into a contract for the insurance of the liability, in whole or in part, of an Office

Holder, with respect to an obligation imposed on such Office Holder due to an act performed by him in his capacity as such, arising from

any of the following:

Subject to the provisions of the Companies

Law and the Securities Law, the Company may undertake in advance to indemnify, or may indemnify retroactively, an Office Holder of the

Company with respect to any of the following liabilities or expenses that arise from an act performed by the Office Holder by virtue of

being an Office Holder of the Company:

Chapter 8 Internal Auditor

Chapter 9 Auditing Accountant

Chapter 10 Signing in the Company's Name

Chapter 11 Dividend and Benefit Shares

Chapter 13 Notifications

In proving delivery, it shall be sufficient

to prove that the letter sent by mail included the notification and that the document was addressed properly and was delivered to the

post office as a letter bearing stamps, or as a registered letter bearing stamps, and, regarding a facsimile or other electronic method,

it shall be sufficient to produce a dispatch confirmation sheet from the dispatching machine.