SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this " Agreement ") is dated as of

This Securities Purchase Agreement

(this "Agreement") is dated as of December 27, 2024, between Inspira Technologies OXY B.H.N. Ltd., a company organized

under the laws of the State of Israel (the "Company"), and each purchaser identified on the signature pages hereto

(each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

WHEREAS, subject to the terms

and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below) and/or Rule 506 of

Regulation D promulgated thereunder the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly,

desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are

hereby acknowledged, the Company and each Purchaser agree as follows:

addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set

forth in this Section 1.1:

shall have the meaning ascribed to such term in Section 4.5.

shall have the meaning ascribed to such term in Section 3.1(j).

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

of Directors" means the board of directors of the Company.

Day" means any day other than Saturday, Sunday or other day on which commercial banks in the The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee"

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st) Trading

Day following the date hereof.

means the United States Securities and Exchange Commission.

Counsel" means Sullivan & Worcester LLP, U.S. counsel to the Company, with respect to U.S. securities matters, and of Sullivan

& Worcester Tel-Aviv (Har-Even & Co.), with respect to Israeli law matters.

Schedules" means the Disclosure Schedules of the Company delivered concurrently herewith.

Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date

hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day,

no later than 9:01 a.m. (New York City time) on the date hereof.

Date" means the earliest of the date that (a) an initial registration statement registering for resale all Securities has been

declared effective by the Commission, (b) all of the Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144

without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume

or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of Securities is not

an Affiliate of the Company, or (d) all of the Securities may be sold pursuant to an exemption from registration under Section 4(a)(1)

of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written

unqualified opinion that resales may then be made by such holders of the Securities pursuant to such exemption which opinion shall be

in form and substance reasonably acceptable to such holders.

Date" shall have the meaning ascribed to such term in Section 3.1(s).

Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Issuance" means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company pursuant to

any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority

of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities

upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable

for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have

not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange

price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such

securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors

of the Company, provided that such securities are issued as "restricted securities" (as defined in Rule 144) and carry

no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition

period in Section 4.17(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person)

which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business

of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction

in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing

means the Foreign Corrupt Practices Act of 1977, as amended.

shall have the meaning ascribed to such term in Section 3.1(hh).

shall have the meaning ascribed to such term in Section 3.1(hh).

shall have the meaning ascribed to such term in Section 3.1(h).

shall have the meaning ascribed to such term in Section 3.1(aa).

Property Rights" shall have the meaning ascribed to such term in Section 3.1(p).

Removal Date" shall have the meaning ascribed to such term in Section 4.1(c).

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

Adverse Effect" shall have the meaning assigned to such term in Section 3.1(b).

Permits" shall have the meaning ascribed to such term in Section 3.1(n).

Shares" means the ordinary shares of the Company, no par value, and any other class of securities into which such securities

may hereafter be reclassified or changed.

Share Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

Warrants" means, collectively, the Ordinary Share purchase warrants delivered to the Purchasers at the Closing in accordance

with Section 2.2(a) hereof, which Ordinary Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to

eighteen (18) months, in the form of Exhibit A-1 attached hereto.

Warrant Shares" means the Ordinary Shares issuable upon exercise of the Ordinary Warrants.

Purchase Price" equals $0.70, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Ordinary Shares that occur after the date of this Agreement and prior to the Closing Date, provided

that the purchase price per Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.001.

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Product" shall have the meaning ascribed to such term in Section 3.1(hh).

Warrants" means, collectively, the pre-funded Ordinary Share purchase warrants delivered to the Purchasers at the Closing in

accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and will expire when exercised in full,

in the form of Exhibit A-2 attached hereto.

Warrant Shares" means the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants.

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

Party" shall have the meaning ascribed to such term in Section 4.8.

Approvals" shall have the meaning ascribed to such term in Section 3.1(e).

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

shall have the meaning ascribed to such term in Section 3.1(h).

means the Shares, the Warrants and the Warrant Shares.