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 October 26, 2023

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, October 26, 2023, 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, 2022.

Our Board of Directors recommends

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

Shareholders of record at the

close of business on September 18, 2023 (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 September 20, 2023.

On or about September 20, 2023, the Company will begin mailing to our 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 will 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 card 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 October 23, 2023 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 that complies with the Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 5760-2000

(an "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 card 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 October 23, 2023, 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 the 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 October 26, 2023). 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 October 16, 2023, 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 September 20, 2023.

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

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 an 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

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 3B 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), vote 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 accompanying proxy statement as well as the accompanying proxy card, at www.Proxyvote.com

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 at 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 October 26, 2023

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, October 26, 2023, 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 September 18, 2023 (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: (1) the 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, Dr. Brian Schwartz and Andrew Singer;

(2) the approval of the grant of an equity award to each of our non-executive directors standing for election at the Meeting, subject

to their election the Company's shareholders at the Meeting; (3) the approval of the award of a one-time bonus for 2022, associated

with certain accomplished milestones, including obtaining regulatory approval to commence clinical trials with the frozen formulation

of Allocetra from agencies in multiple jurisdictions, to each of Mr. Shai Novik, the Company's Executive Chairman, and Dr.

Oren Hershkovitz, the Company's Chief Executive Officer, and the payment of such one-time bonuses as follows: (A) to Mr. Novik,

10% of the one-time bonus in cash and the remainder in restricted stock units (vesting over a period of four years); and (B) to Dr. Hershkovitz,

all of the one-time bonus, as well as a portion of his 2022 performance bonus, in restricted stock units (vesting over a period of four

years); (4) the amendment to the Company's Articles of Association relating to the quorum required for a general meeting of shareholders

of the Company; and (5) 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 firm for the year ending December 31, 2023 and until the next annual general

meeting of shareholders, and to authorize the Company's Board of Directors (with power of delegation to its audit committee) to

set the fees to be paid to such auditors in accordance with the volume and nature of their services. In addition, the Company's