ENLIVEX THERAPEUTICS LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS To be held on

ENLIVEX THERAPEUTICS LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on November 17, 2022

We cordially invite you to

attend the Annual General Meeting of Shareholders (the "Meeting") of Enlivex Therapeutics Ltd. (the "Company"),

to be held on Thursday, November 17, 2022, at 7:00 p.m. (Israel time), at the offices of the Company at 14 Einstein Street, Ness Ziona,

Israel 7403618, for the following purposes:

In addition, the Company's

shareholders will have the opportunity to hear from representatives of the Company's management, who will be available at the Meeting

to review and discuss with shareholders the consolidated financial statements of the Company for the year ended December 31, 2021.

Our Board of Directors

recommends that you vote "FOR" each of the proposals, which are described in the attached proxy statement.

Shareholders of record

at the close of business on October 11, 2022 (the "Record Date") are entitled to notice of and to vote at the

Meeting and any adjournments or postponements thereof. All shareholders are cordially invited to attend the Meeting in person, but

only shareholders as of the Record Date are entitled to vote at the Meeting. The proxy

statement and the enclosed proxy card will first be mailed to our shareholders of record on or about October 12, 2022. On or

about October 17, 2022, the Company will begin mailing to beneficial owners who do not hold shares through a member of the Tel Aviv

Stock Exchange ("TASE") a Notice of Internet Availability of Proxy Materials (the "Notice")

and post our proxy materials on the website referenced in the Notice.

Whether or not you plan

to attend the Meeting, you are urged to vote your shares: (1) by telephone, (2) through the Internet or (3), if you received printed

copies of the proxy materials, by promptly completing, dating and signing the enclosed proxy and mailing it in the enclosed

envelope, which requires no postage if mailed in the United States, but if you are a beneficial owner holding shares through a

member of the TASE you must vote in accordance with the procedures of the TASE described below. For

specific instructions on how to vote your shares, please refer to the instructions on the Notice, in the section titled

"How You Can Vote" of the proxy statement, on the proxy card or those

provided by your broker, bank, trustee or nominee, as applicable.

A mailed proxy must be received

by our transfer agent or at our registered office in Israel no later than 7:00 p.m. (Israel time) on November 14, 2022 to be validly included

in the tally of ordinary shares voted at the Meeting. Return of your proxy does not deprive you of your right to attend the Meeting, to

revoke your proxy or to vote your shares in person at the Meeting.

Beneficial owners who hold

their shares through members of the TASE may vote their shares (i) in person at the Meeting by presenting a certificate signed by a member

of the TASE which complies with the Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 5760-2000

("Ownership Certificate"), confirming ownership of the shares on the Record Date. An Ownership Certificate may be obtained

at the TASE member's offices or may be sent to the shareholder by mail (subject to payment of the cost of mailing), at the election

of the shareholder, provided that the shareholder's request is submitted with respect to a specific securities account, (ii) by

proxy, by delivering a duly executed proxy together with a valid Ownership Certificate as of the Record Date, to the Company office's

at 14 Einstein Street, Ness Ziona, Israel 7403618, Attention: Chief Financial Officer, no later

than 7:00 p.m. Israel time, on November 14,

2022, or (iii) electronically via the electronic voting system of the Israel Securities Authority (the "ISA")

after receiving a personal identifying number, an access code and additional information regarding this Meeting from the member of the

TASE and after carrying out a secured identification process, up to six hours before the time set for the Meeting (i.e., by no later than

1:00 p.m. Israel time, on November 17, 2022). You should receive instructions about electronic

voting from the TASE member through which you hold your shares.

may send the Company position statements no later than November 7, 2022, and the last date for submitting a request to include

a proposal in accordance with Section 66(b) of the Israeli Companies Law, 5759-1999 (the "Companies Law"), is October

The presence (in person, by

proxy or via the ISA's electronic voting system) of any two or more shareholders holding, in the aggregate, at least one third of

the voting power of the Company's ordinary shares constitutes a quorum for purposes of the Meeting. If such quorum is not present

within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week, to the same day, time,

and place, without it being necessary to notify our shareholders. At such adjourned meeting the presence of any two shareholders (in person

or by proxy or via the ISA's electronic voting system) (regardless of the voting power represented by their ordinary shares) will

constitute a quorum.

The approval of each of the

proposals requires the affirmative vote of a majority of the ordinary shares present, in person, by proxy or via the ISA's electronic

voting system, and voting on such proposal (excluding abstentions). In addition, the approval of Proposal 4 is also subject to the fulfillment

of one of the following additional voting requirements: (i) a majority of the shares held by shareholders who are not controlling shareholders

(within the meaning of the Companies Law) and shareholders who do not have a personal interest (within the meaning of the Companies Law)

in the proposal, present in person, by proxy or via the ISA's electronic voting system and voting on the matter at the Meeting (excluding

abstentions), voted in favor of the proposal, or (ii) the total number of shares voted against the proposal by shareholders who are not

controlling shareholders and shareholders who do not have a personal interest in the proposal does not exceed two-percent (2%) of our

outstanding voting rights.

Shareholders may review the

full version of the proposed resolutions in the proxy statement as well as the accompanying proxy card, at materials.proxyvote.com/M4130Y

as described in the Notice, via the website of the U.S. Securities and Exchange Commission at www.sec.gov or via the ISA's

electronic filing system at http://www.magna.isa.gov.il or the website of the TASE at http://maya.tase.co.il and at the "Investor

Relations" portion of our website, which can be found www.enlivex.com,

and also at the Company's offices, upon prior notice and during regular working hours (14 Einstein Street, Ness Ziona, Israel 7403618;

Tel: +972-8-6380301 (phone)), until the date of the Meeting.

ENLIVEX THERAPEUTICS LTD.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on November 17, 2022

proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Enlivex

Therapeutics Ltd. ("we," "us," "our" or the "Company") to

be voted at an Annual General Meeting of Shareholders (the "Meeting"), or at any adjournment or postponement thereof,

pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will

be held on Thursday, November 17, 2022 at 7:00 p.m. (Israel time) at the offices of the Company at 14 Einstein Street, Ness Ziona,

You are entitled to receive

notice of, and vote at, the Meeting if you were a shareholder of record at the close of business on October 11, 2022 (the "Record

Date"). Subject to the terms described herein, you are also entitled to vote at the Meeting if you held ordinary shares through

a bank, broker or other nominee that was a shareholder of record at the close of business on the Record Date or which appeared in the

participant listing of a securities depository on that date. See below "How You Can Vote."

Purpose of the Annual General Meeting

At the Meeting, shareholders

of the Company will be asked to consider and vote upon the following: (i) the re-election of the following persons to the Company's

Board of Directors, each to serve until the Company's next annual general meeting of shareholders and until their respective successors

are duly elected and qualified: Shai Novik, Dr. Roger Pomerantz, Dr. Abraham Havron, Dr. Gili Hart, Sangwoo Lee and Dr. Brian Schwartz;

(ii) the approval of the grant of options to each of our currently serving non-executive directors, as an equity bonus for 2021; (iii)

the approval of the grant of options to Mr. Shai Novik, the Company's Executive Chairman, as an equity bonus for 2021 and a special

financing equity bonus for 2021; (iv) the approval of the grant of options to Dr. Oren Hershkovitz, the Company's Chief Executive

Officer, as an equity bonus for 2021; (v) the approval of the amendment of the terms of certain equity awards of Michel Habib and Bernhard

Kirschbaum, who elected not to stand for re-election as directors at the Meeting, such that the vesting of the following equity awards

shall be accelerated and the equity awards shall become fully vested at the Meeting and the post-termination exercise period of the options

shall be extended, such that they shall be exercisable during a period of three years from the date of termination of service: (a) 5,062

restricted stock units ("RSUs") previously granted to each of them; and (b) options to purchase 3,382 ordinary shares,

subject to shareholder approval of the grant thereof at the Meeting under Proposal 2; and (vi) the approval of the re-appointment of Yarel

& Partners, Certified Public Accountants, a member of BKR International, as the Company's independent registered public accounting