INSPIRA TECHNOLOGIES OXY B.H.N. Ltd. Notice of EXTRAORDINARY General Meeting of shareholders Notice is hereby given that an Extraordinary General Meeting of Shareholders (the " Meeting ") of Inspira Technologies Oxy B.H.

TECHNOLOGIES OXY B.H.N. Ltd.

of EXTRAORDINARY General Meeting of shareholders

Notice is hereby given that an Extraordinary General

Meeting of Shareholders (the "Meeting") of Inspira Technologies Oxy B.H.N. Ltd. ("Inspira Technologies"

or the "Company") will be held on December 17, 2021 at 3:00p.m. Israel time at the Company's office, located

at 2 Ha-Tidhar Street, Ra'anana 4366504, Israel.

The agenda of the Meeting includes proposals:

Our board of directors (the "Board of

Directors") recommends that you vote in favor of the proposed resolutions, which are described in the attached proxy statement.

Shareholders of record at the close of business

on November 19, 2021 (the "Record Date"), are entitled to notice of and to vote at the Meeting, either in person or

by appointing a proxy to vote in their stead at the Meeting (as detailed below).

A form of proxy for use at the Meeting is attached

to the proxy statement, together with a return envelope, will be sent to holders of the Company's ordinary shares, no par value

(the "Ordinary Shares"). By appointing "proxies," shareholders may vote at the Meeting whether or not they

attend. If a properly executed proxy in the attached form is received by the Company at least 4 hours prior to the Meeting, all of the

Ordinary Shares represented by the proxy shall be voted as indicated on the form. Subject to applicable law and the rules of the Nasdaq

Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted

"FOR" all of the proposed resolutions to be presented at the Meeting for which the Board of Directors recommends a "FOR".

Shareholders may revoke their proxies or voting instruction form (as applicable) at any time before the deadline for receipt of proxies

or voting instruction form (as applicable) by filing with the Company a written notice of revocation or duly executed proxy or voting

instruction form (as applicable) bearing a later date.

If your shares are registered directly in your

name with our transfer agent, VStock Transfer, LLC, you are considered, with respect to those shares, the shareholder of record. In such

case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use the proxy card included

with this Proxy Statement to grant your voting proxy directly to Yafit Tehila, VP Finance of the Company, and Joe Hayon, Chief Financial

Officer, President and director of the Company, or to vote in person at the Meeting.

If your shares are held through a bank, broker

or other nominee, they are considered to be held in "street name" and you are the beneficial owner with respect to those shares.

A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial

owner at the Meeting, and must also provide the Company with a copy of their identity card, passport or certification of incorporation,

as the case may be. If your shares were held in "street name," as of the Record Date, these proxy materials are being forwarded

to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a

voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. You also may attend the Meeting.

Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a "legal

proxy" from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting.

Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among

other things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a "broker

non-vote" occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds ordinary shares

through a bank or broker to instruct its bank or broker how to vote its shares, if the shareholder wants its shares to count for all proposals.

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON December 17, 2021

The enclosed proxy is being solicited by the board

of directors (the "Board of Directors") of Inspira Technologies Oxy B.H.N. Ltd. (the "Company")

for use at the Company's extraordinary general meeting of shareholders (the "Meeting") to be held on December

17, 2021, at 3:00 p.m. Israel time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed proxy

in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value, of the Company (the "Ordinary

Shares") covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions,

and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby will be voted in favor of each of the

proposals described in this proxy statement.

Two or more shareholders present, personally or

by proxy, holding in the aggregate not less than twenty five percent (25%) of the Company's outstanding Ordinary Shares, shall constitute

a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand

adjourned until December 17, 2021, at 5:30 p.m. Israel time (the "Adjourned meeting"). At the Adjourned meeting, any

number of shareholders present personally or by proxy shall be deemed a quorum, and shall be entitled to deliberate and to resolve in

respect of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for

the purpose of determining a quorum.

Proposal No. 1 described hereinafter, require

the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting

in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposals (a "Simple

Subject to the approval of Proposal 2 of the agenda,

regarding the compensation policy, then Proposals No. 4, 5 and 6 described hereinafter, require a Simple Majority as well.

Proposals No. 2 and 3 are subject to the fulfillment

of the voting requirement above and also one of the following additional voting requirements: (i) the majority of the shares that are

voted at the Meeting in favor of such Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling

shareholders and do not have a personal interest in the Proposal; or (ii) the total number of shares of the shareholders mentioned in

clause (i) above that are voted against such Proposal does not exceed two percent (2%) of the total voting rights in the Company (the

"Special Majority"). In case Proposal 2 will not be approved by the shareholders as described hereinafter, Proposal

No. 4, 5 and 6 will require a Special Majority as well.

For this purpose, "Personal Interest"

is defined under the Companies Law, 5759-1999 (the "Companies Law") as: (1) a shareholder's personal interest

in the approval of an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which includes

for these purposes foregoing shareholder's spouse, siblings, parents, grandparents, descendants, and spouse's descendants,

siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any

of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or

its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting

via a power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact

shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether

the attorney-in-fact has voting discretion or not; but (2) excludes a personal interest arising solely from the fact of holding shares

For this purpose, a "controlling shareholder"

is any shareholder that has the ability to direct the Company's activities (other than by means of being a director or office holder

of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls, by himself or together with others,

one half or more of any one of the "means of control" of a company; in the context of a transaction with an interested party,

a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting rights

in the company, is also presumed to be a controlling shareholder. "Means of control" is defined as any one of the following:

(i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

Shareholders wishing to express their position

on an agenda item for this Meeting may do so by submitting a written statement (a "Position Statement") to the Company's

offices at 2 H-Tidhar Street, Ra'anana 4366504, Israel. Any Position Statement received will be furnished to the U.S. Securities

and Exchange Commission ("SEC") on a Report on Form 6-K, and will be made available to the public on the SEC's

website at www.sec.gov. Position Statements should be submitted to the Company no later than December 7, 2021. A shareholder is entitled

to contact the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors' response

to the Position Statement will be submitted no later than December 12, 2021.

One shareholder or more holding Ordinary Shares

which reflect 5% or more of the Company's share capital and voting rights (285,629 shares) is entitled to examine the proxy and

It is noted that there may be changes on the agenda

after publishing the proxy, and there may be Position Statements which can be published. Therefore, the most updated agenda will be furnished