InMode Ltd.

PROPOSAL THREE

APPROVAL OF THE GRANT OF RESTRICTED SHARE UNITS

TO DR. SHLOMO NASS, DR. HADAR RON AND MR. NADAV KENNETH

Under Israeli law, any arrangement between a public company and its directors as to the terms of service require the approval of such company’s compensation committee, board of directors and shareholders. In addition, under the Companies Law, the compensation of directors must comply with a company’s compensation policy, unless such company’s compensation committee and board of directors conclude that a deviation from the terms of the compensation policy is warranted due to special circumstances. Under our Compensation Policy, equity-based compensation shall be individually determined and awarded based on the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the grantee.

Our Compensation, Nominating and Corporate Governance Committee has reviewed the abovementioned qualifications of each of Dr. Shlomo Nass, Dr. Hadar Ron and Mr. Nadav Kenneth, and determined, based on these criteria, that the grant of the equity awards proposed herein is in the best interests of the shareholders and the Company.

Following the approval of our Compensation, Nominating and Corporate Governance Committee, our Board has approved the grant of 2,000 RSUs to each of the following non-executive directors: Dr. Shlomo Nass, Dr. Hadar Ron and Mr. Nadav Kenneth, under the Company’s 2018 Incentive Plan, totaling 6,000 RSUs, half of which shall vest on February 15, 2027, and the remaining half of which shall vest on February 15, 2028, subject to each of their continued service on the date of vesting.

The proposed grants are in compliance with the Company’s Compensation Policy.

“RESOLVED, to approve the grant of a total of 6,000 restricted share units under the Company’s 2018 Incentive Plan to the following non-executive directors: Dr. Shlomo Nass (2,000 RSUs), Dr. Hadar Ron (2,000 RSUs) and Mr. Nadav Kenneth (2,000 RSUs), half of which shall vest on February 15, 2027, and the remaining half of which shall vest on February 15, 2028, subject to their continued service on the date of vesting.”

As each of Dr. Shlomo Nass, Dr. Hadar Ron and Mr. Nadav Kenneth have a personal interest in the foregoing proposed resolution concerning the above equity grant, they each refrained from making a recommendation with respect to his or her own grant.