Price of $5.00 per share for subscription amounts funded in U.S. dollars, USDT or USD Coin and $6.00 per share for subscription amounts funded in RAIN tokens, the $5.00 price representing a premium of 17.4% and the $6.00 price representing a premium of 40.8%, in each case to the closing price of the ordinary shares on July 27, 2026, for expected aggregate gross proceeds of approximately $400,000,000 (funded in U.S. dollars, USDT, USD Coin, RAIN tokens or a combination thereof), before deducting offering expenses (the "Transaction"). The investor has elected to fund the purchase price using RAIN tokens, which election may be changed at any time prior to closing. Enlivex intends to use net proceeds from the private placement in furtherance of its treasury strategy built around the Rain protocol, the leading decentralized prediction markets infrastructure on Arbitrum, while continuing to advance Allocetra™, an advanced clinical-stage immunotherapy targeting inflammatory conditions associated with aging, with a primary focus on age-related osteoarthritis.

The securities purchase agreement also provides the Company with the right, but not the obligation, exercisable in its sole discretion at any time and from time to time during the 36-month period following the closing of the Transaction, to require the investor in the Transaction to purchase up to an additional $400,000,000 of ordinary shares (or ordinary share equivalents in lieu thereof) on the same pricing terms described above. The Company has no obligation to exercise this right, and the investor has no right to require the Company to do so.