Tavor Building, Sha'ar Yokneam, P.O.

Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel

You are cordially invited to attend an annual general meeting (the "Meeting") of the shareholders of InMode Ltd. (the "Company"), to be held on Monday, April 4, 2022, beginning at 17:00, Israel time, at the offices of the Company located at Tavor Building, Sha'ar Yokneam Industrial Park, Yokneam, Israel.

The Company's notice of the Meeting, as published on February 10, 2022, and the proxy statement ("Proxy Statement") included within the

following pages, describe in detail the matters to be acted upon at the Meeting.

Only shareholders who held shares at the close of business on February 25, 2022, are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof.

The Company's board of directors recommends a vote "FOR" each of the matters set forth in the notice.

Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Shareholders are urged to complete and

return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. Accordingly, after reading the enclosed Notice of Annual General Meeting of Shareholders and accompanying

Proxy Statement, please sign, date, and mail the enclosed proxy card by means of the envelope provided, or otherwise vote by telephone or over the internet in accordance with the instructions given in your proxy card.

We look forward to seeing as many of you as can attend the Meeting.

Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel

Tel: +972-4-909-6313

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on April 4, 2022

Notice is hereby given to the holders of ordinary shares, nominal value NIS 0.01 per share, of InMode Ltd. (the "Company") in connection

with the solicitation by the board of directors of the Company (the "Board") of proxies for use at the annual general meeting of its shareholders (the "Meeting") to be

held on Monday, April 4, 2022, at 17:00 Israel time, at the offices of the Company at Tavor Building, Sha'ar Yokneam Industrial Park, Yokneam, Israel.

The Meeting is being called for the following purposes:

(1) to re-elect each of Mr. Moshe Mizrahy and Dr. Michael Kreindel to serve as a Class III director of the Company, and to hold office until the close of business of

the annual general meeting of shareholders to be held in 2025 and until their respective successors are duly elected and qualified, or until such individual's earlier resignation or retirement; and

(2) to approve an increase in the number of the Company's authorized ordinary shares and authorized share capital, and to amend and restate the Articles of Association

of the Company to reflect such increase.

(3) to approve the re-appointment of Kesselman & Kesselman Certified Public Accounts, a member of PwC, as the Company's independent auditors for the fiscal year

ending December 31, 2022, and its service until the annual general meeting of shareholders to be held in 2023.

(4) to approve the grant to each of our following directors: Dr. Michael Anghel, Mr. Bruce Mann and Dr. Hadar Ron, of 2,000 restricted share units under the Company's

2018 Incentive Plan totaling 6,000 restricted share units, half of which shall vest on December 31, 2022, and the remaining half shall vest on December 31, 2023.

The Board recommends that the shareholders vote in favor of each of the above proposals, which will be described in a proxy statement to be made available to the Company's

In addition, shareholders attending the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year ended

We are currently not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, it is intended that the persons

designated as proxies will vote upon such matters in accordance with their best judgment and the interest of the Company.

In accordance with the Israeli Companies Law 5759-1999, and regulations promulgated thereunder (the "Companies Law"), any shareholder of

the Company holding at least 1% (one percent) of the outstanding voting rights of the Company for the Meeting may submit to the Company a proposed additional agenda item for the Meeting in accordance with Section 66(b) of the Companies Law, no later

than February 17, 2022, and for all other agenda items, no later than February 13, 2022. To the extent that there are any additional agenda items that the Board determines to add as a result of any such submission, the Company will publish an updated

agenda and proxy card with respect to the Meeting, no later than February 24, 2022 with respect to proposed additional agenda items in accordance with Section 66(b) of the Companies Law, and no later than February 20, 2022 with respect to all other

proposed additional agenda items.

The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting rights in the Company, constitutes a quorum for

purposes of the Meeting. In the absence of the requisite quorum of shareholders at the Meeting, the Meeting will be adjourned to Monday, April 11, 2022, at the same time and place, unless otherwise determined at the Meeting in accordance with the

Company's articles of association. At such adjourned meeting the presence of any shareholder in person or by proxy (regardless of the voting power represented by his/her/it shares) will constitute a quorum.

Only shareholders of record at the close of business on Friday, February 25, 2022, are entitled to notice of, and to vote at, the Meeting, or at any adjournment or postponement

Approval of each of Proposals 1, 2, 3 and 4 requires the affirmative vote of the holders of a majority of the voting power represented at the Meeting or at any adjournment

thereof in person or by proxy and voting thereon.

A proxy statement describing the various matters to be voted upon at the Meeting along with a proxy card enabling the shareholders to indicate their vote on each matter will be

mailed on or about March 7, 2022, to all shareholders entitled to participate in and vote at the Meeting. Such proxy statement will also be publicly filed with the U.S. Securities and Exchange Commission (the "SEC")

under cover of Form 6-K and will be available on the Company's website www.inmodemd.com. Proxies must be submitted to the Company or to its transfer agent no later than midnight on the night prior to the Meeting. Proxies delivered to the

Company or to its transfer agent after such time will be presented to the chairperson of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies. If your ordinary shares in the Company are held in

"street name" (meaning held through a bank, broker or other nominee), you will be able to either direct the record holder of your shares on how to vote your shares or obtain a legal proxy from the record holder that enabled you to participate in and

to vote your shares at the Meeting (or to appoint a proxy to do so).

In accordance with the Israeli Companies Law, any shareholder of the Company may submit to the Company a position statement on its behalf, expressing its position on any, some

or all agenda items for the Meeting, either via mail to the Company's offices at Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel, Attention: Rafael Lickerman, VP Finance, or by e-mail to Rafael.Lickerman@inmodemd.com, no later

than March 27, 2022. Reasonable costs incurred by the Company in dealing with a position statement shall be borne by the submitting shareholder. Any position statement received will be furnished to the SEC on Form 6-K, and will be made available to

the public on the SEC's website at http://www.sec.gov.

Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel

Tel: +972-4-909-6313

This proxy statement (the "Proxy Statement") and the accompanying proxy card are being furnished to the holders of ordinary shares,

nominal value NIS 0.01 per share, of InMode Ltd., an Israeli company (the "Company"), in connection with the solicitation of proxies by the board of directors of the Company (the "Board"), for use at the annual general meeting of shareholders of the Company (the "Meeting") to be held on Monday, April 4, 2022, beginning at 17:00 Israel time, at the offices of the Company

at Tavor Building, Sha'ar Yokneam Industrial Park, Yokneam, Israel. You are entitled to notice of, and to vote at, the Meeting, if you hold ordinary shares as of the close of business on Friday, February 25, 2022, the record date for the Meeting (the

Each of Moshe Mizrahy and Yair Malca may be appointed as proxies by the shareholders entitled to vote at the Meeting with respect to the matters to be voted upon at the Meeting.

All ordinary shares represented by properly executed proxies delivered to the Company's transfer agent, American Stock Transfer & Trust Company, or to the Company by mail at

its offices at Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel, Attention: Rafael Lickerman, VP Finance, or by e-mail to Rafael.Lickerman@inmodemd.com, will be voted as specified in the instructions indicated in such proxies.

Proxies must be submitted to the Company or to its transfer agent no later than midnight on the night prior to the Meeting. Proxies delivered to the Company or to its transfer agent after such time will be presented to the chairperson of the Meeting

and, at his discretion, may be voted as specified in the instructions included in such proxies. If you are a shareholder of record as of the record date for the Meeting, subject to applicable law and the rules of the Nasdaq Global Select Market ("Nasdaq"), if no instructions are indicated in such proxies with respect to the Proposal, the shares represented by properly executed and received proxies will be voted "FOR" each of the Proposals. If you hold your

shares in "street name" through a broker, bank or other nominee, you are considered, with respect to those shares, a beneficial owner. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their

voting discretion with respect to any items presented at the Meeting, as described below.

Revocation of Proxies

A shareholder may revoke a proxy in one of the following ways: (i) by written notice of the revocation of the proxy delivered to the Company's transfer agent, American Stock

Transfer & Trust Company, or by mail to the Company at its offices at Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel, Attention: Rafael Lickerman, VP Finance, or by e-mail to

Rafael.Lickerman@inmodemd.com, before midnight on the night prior to the time of the Meeting canceling the proxy or appointing a different proxy, (ii) by written notice of the revocation of the proxy delivered at the Meeting to the chairman of the

Meeting, or (iii) by attending and voting in person at the Meeting. Attendance at the Meeting will not in and of itself constitute revocation of a proxy.

Shareholders Entitled to Vote - Record Date

Shareholders of record who held ordinary shares at the close of business on Friday, February 25, 2022, are entitled to notice of, and to vote at, the Meeting. In addition,

shareholders who, as of the Record Date, held ordinary shares through a bank, broker or other nominee which is a shareholder of record of the Company at the close of business on the Record Date, or which appears in the participant list of a

securities depository on that date, are considered to be beneficial owners of shares held in "street name". These proxy materials are being forwarded to beneficial owners by the bank, broker or other nominee that is considered the holder of record

with respect to the Company's ordinary shares. Beneficial owners have the right to direct how their shares should be voted and are also invited to attend the Meeting, but may not actually vote their shares in person at the Meeting unless they first

obtain a signed proxy from the record holder (that is, their bank, broker or other nominee) giving them the right to vote the shares.

As of January 25, 2022, there were 83,241,221 ordinary shares issued, outstanding and entitled to vote at the Meeting.

Quorum and Required Vote

Pursuant to the Company's articles of association, the quorum required for the Meeting consists of at least two shareholders present, in person or by proxy, who hold or

represent between them at least 25% of the Company's voting power. If a quorum is not present within thirty (30) minutes from the time designated for the Meeting, the Meeting will stand adjourned to Monday, April 11, 2022, at the same time and place,

unless otherwise determined at the Meeting in accordance with the Company's articles of association (the "Adjourned Meeting"). At such Adjourned Meeting the presence of any shareholder in person or by proxy

(regardless of the voting power represented by their shares) will constitute a quorum. Any reference in this Proxy Statement to the term Meeting shall include the term "Adjourned Meeting" for all purposes.

Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a bank, broker or other

holder of record holding shares for a beneficial owner attends the Meeting but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and

has not received instructions from the beneficial owner. Brokers that hold shares in "street name" for clients typically have authority to vote on "routine" proposals even when they have not received instructions from beneficial owners. Absent

specific instructions from the beneficial owner of the shares, however, brokers are not allowed to exercise their voting discretion with respect to any proposals that are considered non-routine. If you hold your shares in "street name" and do not

provide your broker with specific instructions regarding how to vote on any proposal, your broker will not be permitted to vote your shares on the proposal, resulting in a "broker non-vote". 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.

Approval of each of Proposals 1, 2, 3 and 4 requires the affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting or at any adjournment

thereof in person or by proxy and voting thereon.

The Board recommends shareholders vote "FOR" each of the Proposals set forth in the Proxy Statement.

Except for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote "FOR"

or "AGAINST" a matter.

On each matter submitted to the shareholders for consideration at the Meeting, only ordinary shares that are voted on such matter will be counted toward determining whether

shareholders approved the matter. Ordinary shares present at the Meeting that are not voted on a particular matter (including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.

Each ordinary share is entitled to one vote on each proposal or item that comes before the Meeting. If two or more persons are registered as joint owners of any ordinary share, the

right to vote at the Meeting and/or the right to be counted as part of the quorum thereat will be conferred exclusively upon the more senior among the joint owners attending the Meeting in person or by proxy. For this purpose, seniority will be

determined by the order in which the names appear in the Company's Register of Shareholders.

You can vote your shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for shares held as a record holder and shares held in

"street name" (through a broker, trustee or nominee). Record holders of shares will receive proxy cards. Holders of shares in "street name" will receive either proxy cards or voting instruction cards directly from their bank, broker or nominee in