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.

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.N. Ltd. (the "Company")

will be held on May 12, 2025, at 4:00 p.m. Israel time at the Company's office, located at 2 Ha-Tidhar Street, Ra'anana 4366504,

The Meeting is being called for the following

purposes (the "Proposals"):

Board Recommendation

The Board unanimously recommends that you vote

in favor of the above Proposals, which are described in the attached proxy statement (the "Proxy Statement").

Shareholders of record at the close of business

on April 14, 2025 (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).

Required Vote and Voting Procedures

Pursuant to the Israeli Companies Law, 5759-1999

(the "Companies Law"), each of Proposals 2, 3, 4, 6, and 7 to be presented at the Meeting, described hereinafter, require

a Simple Majority (as defined in the Proxy Statement herein) of votes in person or represented by proxy at the Meeting.

Each of Proposals 1 and 5 to be presented at the

Meeting requires a Special Majority (as defined in the Proxy Statement herein), of votes in person or represented by proxy at the Meeting.

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

each (the "Ordinary Shares"). By appointing "proxies," shareholders may vote at the Meeting regardless

of whether they attend in person. If a properly executed proxy in the attached form is received by the Company at least four (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 recommends

Shareholders may revoke their proxies or

voting instruction form (as applicable) in accordance with Section 9 of the Israeli Companies Regulations (Voting in Writing and

Position Statements), 5766-2005 by filing with the Company a written notice of revocation or duly executed proxy or voting

instruction form (as applicable) bearing a later date and time.

Shareholders of Record

If your shares are registered directly in your

name with our transfer agent, Equiniti Trust Company, 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, the Chief Financial Officer of the Company

(yafit@inspirao2.com), and Joe Hayon, the President and a director of the Company (joe@inspirao2.com), 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 holder of shares in "street name" 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 are held in "street name," as of the Record Date, these

proxy materials are to be 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

may also attend the Meeting. Since a holder of shares in "street name" 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 (proposals 1 to 7), which we believe are considered as non-routine under applicable rules; 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 count for all proposals.

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 12, 2025

The enclosed proxy statement (the "Proxy

Statement") is being solicited by the board of directors (the "Board") 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 May 12, 2025 at 4:00 p.m. Israel time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed proxy

card in the form enclosed, the persons named as proxies therein shall 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 card. In the absence of such

directions, and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby shall 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 May 12, 2025, at 6:00 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.

Pursuant to the Israeli Companies Law, 5759-1999

(the "Companies Law"), each of Proposals 2, 3, 4, 6, and 7 described hereinafter, requires the affirmative vote of

shareholders present at the Meeting, in person or represented 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 at the Meeting with respect to either of the above proposals (a "Simple

Proposals No. 1 and 5, described hereinafter,

are subject to the fulfillment of the aforementioned voting requirements 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, include 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 2%

of the total voting rights in the Company (a "Special Majority").

For this purpose, a "Controlling Shareholder"

is defined under the Companies Law as any shareholder that has the ability to direct the Company's activities (other than by means

of being a director or officer of the Company). A person is presumed to be a Controlling Shareholder if he or she holds or controls, by

himself or herself 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 a company is also presumed to be

a Controlling Shareholder if no other shareholder holds more than 50% of the voting rights in such company. "Means of Control"

is defined as either: (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.

For this purpose, "Personal Interest"

is defined under 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 or 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; or (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 in the company.