Nano-X Imaging Ltd The Communications Center Neve Ilan, Israel 9085000 Telephone: 972 2 536 0360 NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS To Be Held on

The Communications Center

Neve Ilan, Israel 9085000

Telephone: 972 2 536 0360

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on February 9, 2021

To our Shareholders:

You are invited to attend a Special 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

February 9, 2021 at 15:00 Israeli (8:00 am EST), and thereafter as it may be adjourned from time to time (the "Meeting").

Although we intend to hold the Meeting in person, we are sensitive to the public health and travel concerns our shareholders may have and the protocols that governments may impose. We reserve

the right to convert to a virtual only meeting format should meeting in person become unsafe as a result of the COVID-19 pandemic. If we convert to a virtual only online meeting, we will announce the decision to do so in advance and provide

instructions for shareholder participation in the virtual meeting in a Form 6-K filed with the Securities and Exchange Commission and posted on our website www.nanox.vision.

The Meeting is convened for the following purposes:

The Board of Directors has fixed the close of business on January 5, 2021 as the date for determining the holders of record of Ordinary Shares entitled to notice of and to vote at the Meeting

and any adjournments thereof (the "Record Date").

Shareholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Meeting and any adjournments thereof. You can vote either by mailing in your

proxy 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 Ilan Rotem, 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: Kruti Patel, Account Administrator) (the "Transfer Agent") on or before February 7, 2021 at 15:00

Israeli (8:00 am 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. A detailed explanation of the proposed resolutions as well

as detailed proxy voting instructions are provided both in the Company's proxy statement furnished herewith (the "Proxy Statement") and on the enclosed proxy card. Copies of this document and related materials will be available to the

public from its date until the date of the Meeting at the Company's offices or on the Company's website www.nanox.vision.

To the extent any shareholder would like to state his/her/its position with respect to any of the proposals described in this notice, or to raise any other matter to be included in the

Meeting's agenda, in addition to any right such shareholder may have under applicable law, pursuant to regulations under the Israeli Companies Law 5759 - 1999, 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 17:00 Israeli (10:00 am EST) on Wednesday, January 7, 2021.

Items 1, 2 and 4 are special resolutions, which require the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter, provided that

either (i) at least a majority of the voted shares of shareholders who are not Controlling shareholders and who do not have a Personal Interest in the resolution, are voted in favor of the election of the external director; or (ii) the total

number of shares of shareholders who are not Controlling shareholders and who do not have a Personal Interest in the resolution that were voted against the election of the external director does not exceed two percent (2%) of the outstanding

voting power in the Company.

Items 3, 5, 6 and 7 are ordinary resolutions, which require the affirmative vote of a majority of the Ordinary Shares of the Company voted in person or by proxy at the Meeting

Each shareholder voting at the Meeting or prior thereto by means of the accompanying proxy card is requested to indicate if he, she or it has a "Personal Interest" (as defined in the Proxy

Statement) in connection with a certain proposal. If any shareholder casting a vote in connection the proposal does not explicitly indicate on the proxy card that he, she or it has, or does not have, a "Personal Interest" with respect to the

proposal, then the vote on the applicable item will not be counted.

Further details of these matters to be considered at the Special General Meeting are contained in the Proxy Statement. The Board of Directors believes that the shareholders of the Company

should be represented as fully as possible at the Meeting and encourages your vote. Whether or not you plan to be present, kindly complete, date and sign the enclosed proxy card exactly as your name appears on the envelope containing this

Notice of Special General Meeting and mail it promptly so that your votes can be recorded. No postage is required if mailed in the United States. Return of your proxy does not deprive you of your right to

attend the Meeting, to revoke the proxy or to vote your shares in person. If a shareholder wants to vote in person at the Meeting, but whose shares are not registered in the Company's shareholder register in such shareholder's name, the

shareholder must contact the broker, bank or other nominee that holds the shares, who will then need to contact the Transfer Agent, to request proxy instruments and powers of attorney. All proxy instruments and powers of attorney must be

received by the Company or by the Transfer Agent no later than 48 hours prior to the Meeting.

Joint holders of Ordinary Shares should take note that, pursuant to Article 31.4 of the Articles of Association of the Company, the vote of the senior of joint holders of any share who tenders

a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) of the share, and for this purpose seniority will be determined by the order in which the names stand in the shareholders'

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. 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 Communications Center

Neve Ilan, Israel 9085000

Telephone: 972 2 536 0360

SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on February 9, 2021

This Proxy Statement is furnished to the holders of Ordinary Shares, NIS 0.01 par value (the "Ordinary Shares"), of Nano-X Imaging Ltd ("we" or the "Company") in connection

with the solicitation of proxies to be voted at the Special General Meeting of Shareholders of the Company (the "Meeting") to be held the Company's offices at The Communications Center, Neve Ilan, Israel on February 9, 2021 at 15:00

Israeli (8:00 am EST), and thereafter as it may be adjourned from time to time. Although we intend to hold the Meeting in person, we are sensitive to the public health and travel concerns our shareholders may

have and the protocols that governments may impose. We reserve the right to convert to a virtual only meeting format should meeting in person become unsafe as a result of the COVID-19 pandemic. If we convert to a virtual only online meeting,

we will announce the decision to do so in advance and provide instructions for shareholder participation in the virtual meeting in a Form 6-K filed with the Securities and Exchange Commission.

At the Meeting, shareholders of the Company will be asked to vote upon the following matters as further detailed in this Proxy Statement:

A proxy card for use at the Meeting and a return envelope for the proxy card are enclosed. By signing the proxy card, shareholders may vote their shares at the Meeting whether or not they

attend. Upon the receipt of a properly signed and dated proxy card in the form enclosed, the shares represented thereby will be voted in accordance with the instructions of the shareholder indicated thereon. The Company knows of no other

matters to be submitted at the Meeting other than as specified in the Notice of the Special General Meeting of Shareholders enclosed with this Proxy Statement. Shares represented by executed and unrevoked proxies will be voted. On all matters

considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote "for" or "against" the matter, although they will be counted to determine if a quorum is present.

The proxy solicited hereby may be revoked at any time prior to its exercise, by the substitution with a new proxy bearing a later date or by a request for the return of the proxy at the

Meeting. 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.

The Company expects to mail this Proxy Statement and the enclosed form of proxy card to shareholders on or about January 6, 2021, and it will also be available on our website www.nanox.vision.

All 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.

Shareholders Entitled to Vote.

Only holders of record of Ordinary Shares at the close of business on January 5, 2021 are entitled to notice of and to vote at the Meeting. The Company had 46,294,017 Ordinary Shares issued and outstanding as of December 31, 2020, each of which is entitled to one vote on each matter to be voted on at the Meeting. The Articles of Association of the Company do not provide for

cumulative voting for the election of the directors or for any other purpose. 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.

When voting, Israeli law requires that you indicate whether you are a Controlling1 shareholder or a senior office holder of the Company, an Israeli Institutional Investor or none of the foregoing, otherwise none of your votes will be counted.

There will be a place on the proxy card to indicate such.

Items 1, 2 and 4 are special resolutions, which require the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter, provided that

either (i) at least a majority of the voted shares of shareholders who are not Controlling shareholders and who do not have a Personal Interest in the resolution, are voted in favor of the election of the external director; or (ii) the total

number of shares of shareholders who are not Controlling shareholders and who do not have a Personal Interest in the resolution that were voted against the election of the external director does not exceed two percent (2%) of the outstanding

voting power in the Company.

Items 3, 5, 6 and 7 are ordinary resolutions, which require the affirmative vote of a majority of the Ordinary Shares of the Company voted in person or by proxy at the Meeting

on the matter presented for passage. The votes of all shareholders, voting on the matter will be counted.

A "Personal Interest" is defined as: a shareholder's personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of his or her relative

(which includes any members of his/her (or his/her spouse's) immediate family or the spouses of any such members of his or her (or his/her spouse's) immediate family); and (ii) a personal interest of a body corporate in which a shareholder or

any of his/her aforementioned relatives serves as a director or the chief executive officer, owns at least five percent (5%) of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer, but

excluding a personal interest arising solely from holding of shares in the Company or in a body corporate. In addition, under the Companies Law, in case of a person voting by proxy for another person, a "personal interest" includes the personal

interest of either the proxy holder or the shareholder granting the proxy, whether the proxy holder has discretion to vote or not.

Each shareholder voting at the Meeting or prior thereto by means of the accompanying proxy card is requested to indicate if he, she or it is a Controlling shareholder, has a Personal Interest

and is a senior office holder in the Company and/or an Israeli Institutional Investor, in connection with a certain proposal. If any shareholder casting a vote in connection hereto does not explicitly indicate on the proxy card that he, she or

it is or is not a Controlling shareholder, has, or does not have, a Personal Interest with respect to a certain proposal and is or is not a Senior Office Holder and/or an Israeli Institutional Investor, then the vote on the applicable item will

"Institutional Investor" is applicable only to Israeli entities, and shall have the meaning defined in section 1 of the Supervisory Regulations Control of Financial Services (Provident Funds)

(Participation of a Managing Company at a General Meeting), 2009, and a managing company of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994.

Security Ownership of Certain Beneficial Owners.

The following table sets forth, as of September 30, 2020, to the best of the Company's knowledge, information as to each person known to the Company to be the beneficial owner of more than five

percent (5%) of the Company's outstanding Ordinary Shares. Except where indicated, to the best of the Company's knowledge based on information provided by the owners, the beneficial owners of the shares listed below have sole investment and

voting power with respect to those shares.

The shareholders' holdings reflect their voting rights. The Company's major shareholders do not have different voting rights than other shareholders, with respect to their shares.

1. APPROVAL OF THE COMPENSATION POLICY

(Item 1 on the proxy card)

In accordance with the Companies Law, a public company, such as the Company, is required to adopt a compensation policy, setting forth the principles that govern the terms of office and

employment (including cash and equity-based compensation, exemption from liability, indemnification, Directors' and Officers' insurance and other benefits and payments related to the service and employment) of the "office holders" of a company,

as defined in the Companies Law. Subject to certain exceptions, the Compensation Policy must be approved by such company's shareholders every three (3) years. As the Company's shareholders have yet to approve a Compensation Policy, the

shareholders are requested to approve the new Compensation Policy, as set forth herein.

A compensation policy must be based on, and must include and reference certain matters and provisions set forth in the Companies Law, which include: (i) promoting the company's goals, work plan

and policy with a long-term view; (ii) creating appropriate incentives for the company's office holders, considering, among other things, the company's risk management policy; (iii) the company's size and nature of operations; and (iv) with

respect to variable elements of compensation (such as annual cash bonuses), the office holder's contribution to achieving company objectives and maximization of the company's profits, with a long-term view and in accordance with his or her