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

The Communications Center

Neve Ilan, Israel 9085000

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on December 27, 2023

We 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 27, 2023 at 3:00 p.m. Israel time

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

The 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, 2022.

Shareholders of record at

the close of business on November 21, 2023 (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 are a shareholder of record, 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, Chief Legal Officer or by Broadridge Financial Solutions, Inc. ("Broadridge")

at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, on or

before December 25, 2023 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 the election of each of the director nominees named above and each of the other proposals, which are described

in the Proxy Statement.

The 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 December 31, 2023, at the same 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 23, 2023. 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 17, 2023.

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

our shareholders of record. We will mail to our beneficial owners a Notice of Internet Availability of Proxy Materials (the "Notice")

and will post our proxy materials on the website referenced in the Notice. Shareholders may also review the full version of the proposed

resolutions in the Proxy Statement as well as the accompanying proxy card, at www.proxyvote.com as described in the Notice or 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 BROADRIDGE 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.

The Communications Center

Neve Ilan, Israel 9085000

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on December 27, 2023

This 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 27, 2023 at 3:00 p.m. Israel time (8:00 a.m. EST) at the Company's

offices at The Communications Center, Neve Ilan, Israel.

Purpose of the Annual General Meeting

At the Meeting, shareholders

of the Company will be asked to consider and vote upon the following: (1) (i) the re-election of each of Ran Poliakine, Dan Suesskind

and So Young Shun as Class III directors, to serve until the Company's annual general meeting of shareholders in 2026, and until

their respective successors are duly elected and qualified; and (ii) the election of Nehama Ronen as a Class I director for a one-year

term to expire at the 2024 annual general meeting of shareholders, and until her successor is duly elected and qualified; (2) the approval

of the award of options to the non-executive directors who shall serve in such capacity immediately following the Meeting; and (3) the

approval of 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, 2023 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, 2022.

We 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 that you vote FOR the election of each of the director nominees named above and each of the other proposals, which are described

in the Proxy Statement.

Shareholders Entitled to Vote.

You 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 21, 2023. 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 21, 2023, or which appeared

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

Change or Revocation of Proxy

If 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