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

ENLIVEX THERAPEUTICS LTD.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To be held on February 3, 2026

We cordially invite you to

attend an Extraordinary General Meeting of Shareholders (the "Meeting") of Enlivex Therapeutics Ltd. (the "Company")

to be held on Tuesday, February 3, 2026, 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:

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 December 24, 2025 (the "Record Date") are entitled to notice of and to vote at the Meeting

and any adjournments or postponements thereof. 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, and if you held your shares through the Tel Aviv Stock Exchange ("TASE")

on that date. The proxy statement and the enclosed proxy card will first be mailed to our shareholders

of record on or about December 29, 2025. On or about December 29, 2025, the Company

will begin mailing to our beneficial owners (not including holders of shares through a member of the 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 within the United States. However, if you hold shares through a member of the TASE, you must vote in accordance

with the TASE procedures described below. For specific instructions on how to vote your shares,

please refer to the Notice, the section titled "How You Can Vote" of the proxy

statement, the proxy card or the instructions 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 January 31, 2026, 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.

If you hold shares through

a member of the TASE, you may vote your 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 January 31, 2026, 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 February 3, 2026). You should receive instructions about electronic voting from the TASE member through which

you hold your shares.

last date for submitting a request to include a proposal for consideration at the Meeting in accordance with Section 66(b) of the Israeli

Companies Law, 5759-1999, is December 25, 2025.

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 twenty-five

percent (25%) of the voting rights of the Company 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

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. The information contained on, or accessible through, the foregoing websites is not incorporated by reference

in, and does not form a part of, this notice or the accompanying proxy statement.

ENLIVEX THERAPEUTICS LTD.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To be held on February 3, 2026

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 Extraordinary General Meeting of Shareholders (the "Meeting"), or at any adjournment or postponement

thereof, pursuant to the accompanying Notice of Extraordinary General Meeting of Shareholders. The

Meeting will be held on Tuesday, February 3, 2026, at 7:00 p.m. (Israel time) at the offices of the Company at 14 Einstein Street,

Ness Ziona, Israel 7403618.

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 December 24, 2025 (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, and if you held your shares through the Tel Aviv Stock Exchange ("TASE")

on that date. See below "How You Can Vote."

Purpose of the Extraordinary General Meeting

At the Meeting, shareholders

of the Company will be asked to consider and vote on the following agenda items: (1) approving certain amendments to the Company's

Articles of Association, including, among other things: (i) changing the Company's name to "Enlivex Ltd." or to such

other name containing the word "Enlivex" as may be determined by the Company's management and approved by the Israeli

Registrar of Companies; (ii) classifying the Board of Directors of the Company (the "Board" or the "Board

of Directors") such that is consists of three classes of directors (excluding external directors) with staggered three-year

terms of office (the "Classified Board"); and (iii) approving an increase in the Company's authorized share capital;

(2) the approval of certain amendments to the exemption and indemnification agreement issued by the Company to (a) each of its directors

and (b) Mr. Oren Hershkovitz, the Company's Chief Executive Officer; (3) the approval of the grant of an equity bonus, in the form

of restricted share units, to the Company's Executive Chairman; and (4) the approval of a reverse share split of the Company's

ordinary shares at a ratio within a range of not less than 1-for-2 and not more than 1-for-20, and to authorize the Board of Directors

to determine the final ratio, to be effective on a date to be determined by the Board within 12

months following the Meeting and announced by the Company, and to amend the Company's Articles of Association accordingly.

Board Recommendation

Directors unanimously recommends that you vote "FOR" each of the above proposals, which are described in greater detail

elsewhere in this Proxy Statement.

We are not aware of any other

matters that will come before the Meeting. If any other matters properly come before the Meeting, the persons designated as proxies intend

to vote on such matters in accordance with their judgment and recommendation of the Board of Directors.

Quorum and Adjournment

The presence (in person, by

proxy or via the electronic voting system of the Israel Securities Authority ("ISA")) of any two or more shareholders

holding, in the aggregate, at least at least twenty-five percent (25%) of the voting rights of the Company constitutes a quorum for purposes

of the Meeting. If such quorum is not present within an hour following 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,