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

TECHNOLOGIES OXY B.H.N. Ltd.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an Extraordinary General

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

or the "Company") will be held on Monday, April 8, 2024, at 4:00 p.m. Israel time, at the Company's office, located

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

The agenda of the Meeting includes the following

proposals (the "Proposals"):

Board Recommendation

The Company's board of directors (the "Board

of Directors") unanimously recommends that you vote in favor of the Proposals, which are described in the attached proxy statement

(the "Proxy Statement").

Shareholders of record at the close of business

on Monday, March 11, 2024 (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, 5759-1999 (the "Companies Law"), Proposal 2, Proposal 3 and Proposal 5, described hereinafter, require

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 cast by shareholders with respect to

such proposal ("Simple Majority"). Each of Proposals 1 and Proposal 4 to be presented at the Meeting requires a Special

Majority (as defined in the Proxy Statement herein), of votes in person or represented by proxy at the Meeting.

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 regardless of whether they attend. If a properly executed proxy in the attached

form is received by the Company at least four (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 regulations (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,

the Chief Financial Officer of the Company (yafit@inspirao2.com), and Joe Hayon, the President and a director of the Company (joe@inspirao2.com),

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 are held in "street name", as of the Record Date, these proxy materials are to be 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.

Since 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 count for all proposals.

The final voting results

will be tallied by the Company based on the information provided by AST or otherwise and the overall results of the Meeting will be published

following the Meeting in a Report of Foreign Private Issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission.

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 8, 2024

The enclosed proxy statement (the "Proxy

Statement") 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 extraordinary general meeting of shareholders (the "Meeting")

to be held on Monday, April 8, 2024, 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 shall 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 shall 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 Monday, April 8, 2024, 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, 5759-1999 (the "Companies Law"), Proposal 2 Proposal 3 and Proposal 5, described hereinafter, require

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 cast by shareholders with respect to such proposal ("Simple Majority").

Each of Proposals 1 and Proposal 4 requires the affirmative vote of the Company's shareholders holding at least a majority of the

Company's Ordinary Shares present, in person or by proxy, and voting on the matter, provided that either (i) such a majority includes

at least the majority of the votes of shareholders who are not controlling shareholders or do not have personal interest in the approval

of the transaction (abstentions will not be taken into account); or (ii) the total number of votes against such proposal among the shareholders

mentioned in clause (i) above does not exceed two percent (2%) of the total voting rights in the Company (a "Special Majority").

For this purpose, "personal

interest" is defined under the Companies Law as: (1) a shareholder's personal interest in the approval of an act or a

transaction of the company, including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing

shareholder's spouse, siblings, parents, grandparents, descendants, and spouse's descendants, siblings, and parents, and the

spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his or her aforementioned

relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has

the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney

given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered

a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact

has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of holding shares in the company.

For this purpose, a "controlling

shareholder" is defined under the Companies Law as any shareholder that has the ability to direct the Company's activities

(other than by means of being a director or office holder of the Company). A person is presumed to be a controlling shareholder if he

or she holds or controls, by himself or herself or together with others, one half or more of any one of the "means of control"

of a company; in the context of a transaction with an interested party, a shareholder who holds 25% or more of the voting rights in the

company if no other shareholder holds more than 50% of the voting rights in the company, is also presumed to be a controlling shareholder.