INSPIRA TECHNOLOGIES OXY B.H.N. Ltd. NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Annual and Extraordinary General Meeting of Shareholders (the " Meeting ") of Inspira

TECHNOLOGIES OXY B.H.N. Ltd.

NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Annual and Extraordinary

General Meeting of Shareholders (the "Meeting") of Inspira Technologies Oxy B.H.N. Ltd. ("Inspira Technologies"

or the "Company") will be held on October 18, 2022, at 4:00p.m. Israel time at the Company's office, located

at 2 Ha-Tidhar Street, Ra'anana 4366504, Israel.

The agenda of the Meeting includes proposals:

Board Recommendation

Our board of directors (the "Board of

Directors") recommends that you vote in favor of the proposed resolutions, which are described in the attached proxy statement.

Shareholders of record at the close of business

on September 15, 2022 (the "Record Date"), are entitled to notice of and to vote at the Meeting, either in person or

by appointing a proxy to vote in their stead at the Meeting (as detailed below).

Required Vote and Voting Procedures

Pursuant to the Israeli Companies Law, 5799-1999

(the "Companies Law"), each of Proposals No. 1, 2 ,3 and 4 described hereinafter, requires the affirmative vote of

shareholders present at the Meeting, in person or by proxy, and holding ordinary shares, no par value (the "Ordinary Shares")

of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal

(a "Simple Majority").

A form of proxy for use at the Meeting is attached

to the proxy statement, together with a return envelope, will be sent to holders of the Company's Ordinary Shares. By appointing

"proxies," shareholders may vote at the Meeting whether or not they attend. If a properly executed proxy in the attached form

is received by the Company at least 4 hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as

indicated on the form. Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions, the Ordinary

Shares represented by properly executed and received proxies will be voted "FOR" all of the proposed resolutions to be presented

at the Meeting for which the Board of Directors recommends a "FOR".

Shareholders may revoke their proxies or voting

instruction form (as applicable) in accordance with Section 9 of the Companies Law (proxy and position statements), by filing with the

Company a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date.

If your shares are registered directly in your

name with our transfer agent, American Stock Transfer & Trust Company, LLC ("AST"), you are considered, with respect

to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of

record, you have the right to use the proxy card included with this Proxy Statement to grant your voting proxy directly to Yafit Tehila,

Chief Financial Officer of the Company, and Joe Hayon, President and director of the Company, or to vote in person at the Meeting.

If your shares are held through a bank, broker

or other nominee, they are considered to be held in "street name" and you are the beneficial owner with respect to those shares.

A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial

owner at the Meeting, and must also provide the Company with a copy of their identity card, passport or certification of incorporation,

as the case may be. If your shares were held in "street name," as of the Record Date, these proxy materials are being forwarded

to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a

voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. You also may attend the Meeting.

Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a "legal

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

Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among

other things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a "broker

non-vote" occurs with respect to such uninstructed shares. 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.

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

ANNUAL AND EXTRAORDINARY GENERAL MEETING

TO BE HELD ON October 18, 2022

The enclosed proxy is being solicited by the board

of directors (the "Board of Directors") of Inspira Technologies Oxy B.H.N. Ltd. (the "Company")

for use at the Company's annual and extraordinary general meeting of shareholders (the "Meeting") to be held

on October 18, 2022, at 4:00 p.m. Israel time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed proxy

in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value, of the Company (the "Ordinary

Shares") covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions,

and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby will be voted in favor of each of the

proposals described in this proxy statement.

Two or more shareholders present, personally or

by proxy, holding in the aggregate not less than twenty five percent (25%) of the Company's outstanding Ordinary Shares, shall constitute

a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand

adjourned until October 18, 2022, at 6:00 p.m. Israel time (the "Adjourned meeting"). At the Adjourned meeting, any

number of shareholders present personally or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect

of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose

of determining a quorum.

Pursuant to the Israeli Companies Law, 5799-1999

(the "Companies Law"), each of Proposals No. 1, 2 ,3 and 4 described hereinafter, requires the affirmative vote of

shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at

least a majority of the votes actually cast by shareholders with respect to such proposal (a "Simple Majority").

Shareholders wishing to express their position

on an agenda item for this Meeting may do so by submitting a written statement (a "Position Statement") to the Company's

offices at 2 H-Tidhar Street, Ra'anana 4366504, Israel. Any Position Statement received will be furnished to the U.S. Securities

and Exchange Commission ("SEC") on a Report on Form 6-K, and will be made available to the public on the SEC's

website at www.sec.gov. Position Statements should be submitted to the Company no later than October 8, 2022. A shareholder is entitled

to contact the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors' response

to the Position Statement will be submitted no later than October 13, 2022.

One shareholder holding Ordinary Shares, which

reflect 5% or more of the Company's share capital and voting rights (552,749 shares), is entitled to examine the proxy and voting

material, according to applicable law.

It is noted that there may be changes on the agenda

after publishing the proxy, and there may be Position Statements which can be published. Therefore, the most updated agenda will be furnished

to the SEC on a Report on Form 6-K and will be made available to the public on the SEC's website at www.sec.gov.

TO RE-APPOINT ZIV HAFT, CERTIFIED PUBLIC ACCOUNTANTS

(ISRAEL), A MEMBER OF BDO FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FIRM OF THE COMPANY AND TO AUTHORIZE THE COMPANY'S BOARD

OF DIRECTORS TO DETERMIN THEIR COMPENSATION UNTIL THE NEXT ANNUAL GENERAL MEETING

Under the Companies Law,

the appointment of independent public accountants requires the approval of the shareholders of the Company.

The Board of Directors

has authorized and approved the re-appointment of the accounting firm of Ziv Haft, Certified Public Accountants (Israel), a member firm

of BDO ("Ziv Haft"), as the Company's independent auditing firm until the next annual general meeting, after

examining, among other things, their expertise, experience in the industry in which the Company operates, the length of time they have

served as an auditor of the Company and their independence as auditors.

of Directors determined, pursuant to the recommendation of the Company's audit committee, that Ziv Haft's compensation is

reasonable, after examining, among other things, the scope of their work, and the complexity and scope of the Company's activities.

The Board of Directors

believes that the re-appointment of Ziv Haft as the independent auditor of the Company is appropriate and in the best interest of the

Company and its shareholders.

For additional information