NANO-X IMAGING LTD The Communications Center Neve Ilan, Israel 9085000 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS To Be Held on

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on December 21, 2022

cordially invite you to attend the Annual Meeting of Shareholders of Nano-X Imaging Ltd ("we" or the "Company")

to be held at the Company's offices at The Communications Center, Neve Ilan, Israel on Wednesday, December 21, 2022 at 3:00

p.m. Israel time (8:00 am EST), and thereafter as it may be adjourned from time to time (the "Meeting").

Meeting is convened for the following purposes:

In addition to considering

the foregoing proposals, the Company's shareholders will have the opportunity to hear from representatives of the Company's

management, who will be available at the Meeting to review and discuss with shareholders the consolidated financial statements of the

Company for the year ended December 31, 2021.

Shareholders of record at

the close of business on November 15, 2022 (the "Record Date") are entitled to notice of and to vote at the Meeting

and any adjournments thereof. You are also entitled to notice of the Meeting and to vote at the Meeting if you held ordinary shares through

a bank, broker or other nominee that is one of our shareholders 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.

You can vote either by mailing

in your proxy, by Internet or on your smartphone or tablet or in person by attending the Meeting. Only proxies that are received at the

offices of the Company at The Communications Center, Neve Ilan, Israel, Attention Marina Gofman Feler, General Counsel or at the Company's

transfer agent (Continental Stock Transfer & Trust Inc., 1 State Street 30th Floor, New York, NY 10004-1561, Attention: Account

Administrator) (the "Transfer Agent") on or before December 19, 2022 at 3:00 p.m. Israel time (8:00 a.m. EST), will

be deemed received in a timely fashion and the votes therein recorded. If you attend the Meeting, you can revoke your proxy and vote your

shares in person. If you hold ordinary shares through a bank, broker or other nominee (i.e., in

"street name") which is one of our shareholders of record at the close of business on

the Record Date, or which appears in the participant listing of a securities depository on that date, you must follow the instructions

included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting instructions

to your bank, broker or nominee by phone or via the Internet or smartphone or tablet. If you hold

your ordinary shares in "street name" and you wish to vote in person at the Meeting, you must first obtain a "legal

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

Our Board of Directors

recommends that you vote FOR each of the above proposals, which are described in the Proxy Statement.

presence, in person or by proxy, of at least two shareholders holding at least twenty five percent (25%) of the voting rights, will constitute

a quorum at the Meeting. If such quorum is not present within half 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 or to a specified day, time and

place). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power

represented by their ordinary shares) will constitute a quorum.

ordinary share is entitled to one vote upon each of the proposals to be presented at the Meeting. The affirmative vote of the holders

of a majority of the ordinary shares represented at the Meeting, in person or by proxy, and voting on the matter, is required to approve

each of the proposals.

last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israeli Companies Law, 1999 (the "Companies

Law"), is November 17, 2022. To the extent any shareholder would like to state his/her/its position with respect to any

of the proposals described in this notice, pursuant to regulations under the Companies Law, such shareholder may do so by delivery of

a notice to the Company's offices located at The Communications Center, Neve Ilan 9085000, Israel, not later than 3:00 p.m. Israel

time (8:00 a.m. EST) on December 11, 2022.

This Notice, together with

the Proxy Statement describing the various matters to be voted upon at the Meeting and the accompanying proxy card, will be mailed to

shareholders. Shareholders may also review the full version of the proposed resolutions in the Proxy Statement as well as the accompanying

proxy card, via the website of the U.S. Securities and Exchange Commission at www.sec.gov as well at

the Company's offices upon prior notice and during regular working hours (telephone number:

+972-2-5360360) or on the Company's website www.nanox.vision

until the date of the Meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU

EXPECT TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE FOR WHICH NO POSTAGE

IS REQUIRED IF MAILED IN THE UNITED STATES OR VOTE OVER THE INTERNET OR ON YOUR SMARTPHONE OR TABLET IN ACCORDANCE WITH THE INSTRUCTIONS

ON YOUR PROXY CARD. YOU CAN LATER REVOKE YOUR PROXY, ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON. ALL PROXY INSTRUMENTS AND POWERS

OF ATTORNEY MUST BE DELIVERED TO THE COMPANY OR ITS TRANSFER AGENT NO LATER THAN 48 HOURS PRIOR TO THE MEETING. DETAILED PROXY VOTING

INSTRUCTIONS ARE PROVIDED BOTH IN THE PROXY STATEMENT AND ON THE ENCLOSED PROXY CARD.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on December 21, 2022

Proxy Statement is furnished to the holders of ordinary shares, NIS 0.01 par value, of Nano-X Imaging Ltd ("we," "us,"

"our" or the "Company") in connection with the solicitation of proxies to be voted at the Annual

General Meeting of Shareholders of the Company (the "Meeting"), and at any adjournment thereof, pursuant to the accompanying

Notice of Annual General Meeting of Shareholders. The Meeting will be held on Wednesday, December 21, 2022 at 3:00 p.m. Israel time (8:00

am EST) at the Company's offices at The Communications Center, Neve Ilan, Israel.

Purpose of the Annual General Meeting

the Meeting, shareholders of the Company will be asked to consider and vote upon the following: (i) the re-election of each of Erez Alroy

and Noga Kainan as Class II directors, to serve until the Company's annual general meeting of shareholders in 2025, and until their

respective successors are duly elected and qualified; (ii) the approval of the award of options to the non-executive directors Erez Alroy,

Noga Kainan and Dan Suesskind, provided that in the case of Erez Alroy and Noga Kainan, subject to their respective election as directors

at the Meeting under Proposal 1; (iii) the approval of the compensation of Mr. Ran Poliakine as non-executive Chairman of the Board of

Directors; and (iv) the re-appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers

International Limited, as our independent registered public accountants for the fiscal year ending December 31, 2022 and for such additional

period until our next annual general meeting. In addition, at the Meeting, representatives of our management will be available to review

and discuss our financial statements for the year ended December 31, 2021.

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.

Recommendation of the Board of Directors

Our Board of Directors

recommends a vote FOR each of the proposals set forth in this Proxy Statement.

Shareholders Entitled to Vote.

are entitled to notice of, and to vote in person or by proxy at the Meeting, if you are a holder of record of our ordinary shares as of

the close of business on November 15, 2022. You are also entitled to notice of the Meeting and to vote at the Meeting if you held ordinary

shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on November 15, 2022,

or which appeared in the participant listing of a securities depository on that date. See below "How You Can Vote."

or Revocation of Proxy

you are a shareholder of record, you may change your vote at any time prior to the exercise of authority granted in the proxy by delivering

to us a written notice of revocation, by granting a new proxy bearing a later date or by voting again via the Internet or your smartphone

or tablet, or by attending the Meeting and voting in person. Attendance at the Meeting will not cause your previously granted proxy to

be revoked unless you specifically so request.

your shares are held in "street name," you may change your vote by submitting new voting instructions to your broker, bank,

trustee or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your

shares, by attending the Meeting and voting in person.

expenses of this solicitation will be borne by the Company. In addition to the solicitation of proxies by mail, directors, officers and

employees of the Company, without receiving additional compensation therefore, may solicit proxies by telephone, facsimile, in person

or by other means. Brokerage firms, nominees, fiduciaries and other custodians have been requested to forward proxy solicitation materials

to the beneficial owners of shares of the Company held of record by such persons, and the Company will reimburse such brokerage firms,

nominees, fiduciaries and other custodians for reasonable out-of-pocket expenses incurred by them in connection therewith.

presence, in person or by proxy, of at least two shareholders holding at least twenty five percent (25%) of the voting rights, will constitute

a quorum at the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will

stand adjourned to the same day in the following week, at the same time and place. At such adjourned meeting the presence of at least