Exhibit 4.28


 


EXHIBIT C


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of _________, 2019, between CollPlant Biotechnologies
Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the several individual
private U.S. investors signatory hereto (each such investor, a “Holder” and, collectively, the “Holders”).


 


This Agreement is
made pursuant to the Convertible Loan Agreement, dated as of the date hereof, between the Company and the Holders (the “Convertible
Loan Agreement”).


 


In consideration of
the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Holder hereby agrees as follows:


 


1.  Definitions.


 


Capitalized terms
used and not otherwise defined herein that are defined in the Convertible Loan Agreement shall have the meanings given such terms
in the Convertible Loan Agreement.


 


As used in this Agreement, the following
terms shall have the following meanings:


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Effectiveness
Date” means the 120th calendar day following a request from Holders under Section 2(a) or 2(b)(1), as the
case may be, and with respect to any additional Registration Statements which may be required pursuant to Section 2(b)(4) the 90th
calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided,
however, that, in the event the Company is notified by the Commission that one or more of the above Registration Statements
will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement
shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise
required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness
Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(d).


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities or
shares convertible into Registrable Securities, who is a party to this Agreement or any permitted assignee of record of such Registrable
Securities to whom rights have been duly assigned in accordance with this Agreement.


 






     


     


    

 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initiating
Holders” means, collectively, Holders who properly initiate a registration request under Section 2(a) or 2(b) to this
Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(d)(1).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, all of the Ordinary Shares of the Holder, including the Ordinary
Shares underlying the ADSs issued upon conversion of the Principal and/or exercise of the Warrants, in each case issued to the
Holder under the Convertible Loan Agreement, provided, however, that any such Registrable Securities shall cease to be Registrable
Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement
hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities
is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder
in accordance with such effective Registration Statement, or (b) such Registrable Securities have been previously sold in accordance
with Rule 144, or (c) such securities become eligible for resale without any volume or manner-of-sale restrictions and without
current public information requirement pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed,
delivered and acceptable to the Transfer Agent and reasonably acceptable to the affected Holders (assuming that such securities
and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued
or are issuable, are not, and within the last six months were not, held by any Affiliate of the Company, and all Warrants are exercised
by “cashless exercise” as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company,
upon the advice of counsel to the Company.


 






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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a), 2(b) and 2(d) and
any additional registration statements contemplated by Section 2(b)(4), including (in each case) the Prospectus, amendments and
supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


“Trading
Day” means a day on which the principal trading market is open for trading.


 


2.  Registration
Rights.


 


(a) Demand
Registration.


 


If at
any time within the period of 24 months following the satisfaction of the Condition for Automatic Conversion, the Company receives
a request from Holders of sixty seven percent (67%) of the Registrable Securities then outstanding that the Company file a registration
statement with respect to at least sixty seven percent (67%) of the Registrable Securities then outstanding (“Demand Registration”),
then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand
Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within forty
(45) days after the date such request is given by the Initiating Holders, file a Registration Statement on Form F-1 (or such other
form the Company is eligible to use) under the Securities Act covering all Registrable Securities that the Initiating Holders requested
to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders,
as specified by notice given by each such Holder to the Company within ten (10) days of the date the Demand Notice is given, and
in each case, subject to the limitations of this Agreement; provided, however, that the Company shall only be required to effect
one Demand Registration under this Agreement.


 


(b) F-3
Registration.


 


(1) If
at any time when it is eligible to use a Form F-3 Registration Statement, the Company receives a request from Holders of at least
sixty seven percent (67%) of the Registrable Securities then outstanding that the Company file a Form F-3 Registration Statement
with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering of at least $2 million,
the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities
that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to
Rule 415 (“Shelf Registration”). Each Registration Statement filed hereunder shall be on Form F-3 (except if
the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration
shall be on another appropriate form in accordance herewith. The Company shall only be required to effect either (i) a Shelf Registrations
pursuant to this Section 2(b)(1) or (ii) an Underwritten Takedown (as defined below) under Section 2(b)(2) twice in any twelve
(12) month period. Subject to the terms hereof, the Company will use its reasonable best efforts to effect such registration as
soon as practicable.


 


(2) A
Holder or group of Holders whose Registrable Securities are included in such Shelf Registration may demand that the Company effectuate
a public offering from such Shelf Registration (an “Underwritten Takedown”). The provisions of Section 2(b)(1)
shall apply mutatis mutandis to each Underwritten Takedown, with references to “file a F-3 registration statement”
or “Effectiveness Date” under Section 2(c)(4) being deemed references to filing of a prospectus or supplement for such
offering and references to “registration” being deemed references to the offering; provided that registering Holders
shall only include Holders whose Registrable Securities are included in such Shelf Registration. So long as the Shelf Registration
is effective, no Holder may request any Demand Registration pursuant to Section 2(a) with respect to Registrable Shares that are
registered on such Shelf Registration but instead shall have the right to request an Underwritten Takedown as set forth above.


 






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(3) Notwithstanding
the registration obligations set forth in this Section 2(b), if the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file
amendments to the initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities
permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities
as a secondary offering, subject to the provisions of Section 2(c).


 


(4) If
the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on
a Shelf Registration as a secondary offering (unless otherwise directed in writing by a Holder as to its Registrable Securities),
the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:


 


		a.	First, the Company shall reduce or eliminate any securities to be included other than Registrable
Securities;



 


		b.	Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied,
in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered
Warrant Shares held by such Holders);



 


		c.	Third, the Company shall reduce Registrable Securities represented by Conversion Shares (applied,
in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered
Conversion Shares held by such Holders); and



 


		d.	Fourth, the Company shall reduce Registrable Securities represented by Shares (applied, in the
case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held
by such Holders).



 






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In the event the Company amends
the initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission,
as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or
more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that
were not registered for resale on the initial Registration Statement, as amended.


 


(c) Demand
Registration/F-3 Registration.


 


(1) Notwithstanding
the provisions of Sections 2(a) and 2(b) above, if the Company furnishes to Holders requesting a registration pursuant to this
Section 2(a) or Section 2(b) a certificate signed by the Company’s Chief Executive Officer stating that in the good faith
judgment of the Board of Directors it would be materially detrimental to the Company and its shareholders for such registration
statement to either become effective or remain effective for as long as such registration statement otherwise would be required
to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization,
or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company
has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements
under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing,
and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more
than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this
right more than twice in any twelve (12) month period nor for more than ninety (90) days in the aggregate during any twelve (12)
month period.


 


(2) The
Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a) or 2(b) during
the period that is forty five (45) days before the Company’s good faith estimate of the date of filing of, and ending on
a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively
employing in good faith commercially reasonable efforts to cause such registration statement to become effective. A registration
shall not be counted as “effected” for purposes of Sections 2(a) or 2(b) until such time as the applicable registration
statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such registration
or elect not to pay the registration expenses therefor, in which case such withdrawn registration statement shall be counted as
“effected” for purposes of Section 2(a) or 2(b); provided, that if such withdrawal is during a period the Company has
deferred taking action pursuant to Section 2(c)(1), then the Initiating Holders may withdraw their request for registration and
such registration will not be counted as “effected” for purposes of this Section 2(a) or 2(b); provided further, that
if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or
prospects of the Company from that known or available to such Holders at the time of their request for such registration and have
withdrawn the request with reasonable promptness after learning of such information, such registration will not be counted as “effected”
for purposes of this Section 2(a) or 2(b).


 






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(3) If
a Registration Statement under Section 2(a) or 2(b) involves an underwritten public offering and the managing underwriter advises
the Company and the Holders that, in its view, the number of shares of Registrable Securities requested to be included in such
registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the
largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such
shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority
listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration
by all Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on
the basis of the relative number of Registrable Securities held by each Holder, or in such other proportion as shall mutually be
agreed to by all such Holders); and (ii) second, any securities proposed to be registered by the Company (including for the benefit
of any other persons not party to this Agreement).


 


(4)
Any Registration Statement filed pursuant to Sections 2(a) and 2(b) (and any prospectus supplement filed pursuant to an Underwritten
Takedown) shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the “Plan
of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section
attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter”
without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best
efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be
declared effective under the Securities Act and for the Company’s ADSs to be listed on Nasdaq as promptly as possible after
the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such
Registration Statement continuously effective under the Securities Act for a period of three years or until such earlier date that
all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii)
may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be
in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant
to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness
Period”).


 






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(5) Notwithstanding
anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder
as any Underwriter without the prior written consent of such Holder.


 


(d) Piggy-Back
Registration.


 


(1) If,
at any time during the Effectiveness Period (as defined below), there is not an effective Registration Statement covering all of
the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating
to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than
(i) a Shelf Registration Statement which will be subject to Section 2(b), provided that any Underwritten Takedown will be
subject to this Section 2(d)(1) or (ii) a registration statement on Form F-4 or Form F-8 or any successor or similar forms,
relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar
plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), then the Company
shall deliver to each Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery
of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any
part of such Registrable Securities such Holder requests to be registered (the “Piggy-Back Registration”); provided,
however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(c)(1) that are
eligible for resale pursuant to Rule 144 (without any volume restrictions or any current public information requirements) promulgated
by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available
for resales or other dispositions by such Holder.


 






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(2) If
such Piggy-Back Registration involves an underwritten public offering, all such Holders requesting to be included in the Company’s
registration must sell their Registrable Securities to the underwriters selected on the same terms and conditions as apply to the
Company, and if, at any time after giving notice of its intention to register any Company securities pursuant to this Section 2(d)(2)
and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine
for any reason not to register such securities, the Company shall give notice to all such Holders and, thereupon, shall be relieved
of its obligation to register any Registrable Securities in connection with such registration. The Company shall pay all registration
expenses in connection with each Piggyback Registration.


 


(3) If
a Piggyback Registration involves an underwritten public offering and the managing underwriter advises the Company that, in its
view, the number of shares that the Company and the Holders intend to include in such registration exceeds the Maximum Offering
Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so
much of the Company securities proposed to be registered for the account of the Company (or, if such registration is pursuant to
a demand by a person that is not a shareholder, for the account of such other person) as would not cause the offering to exceed
the Maximum Offering Size; (ii) second, all Registrable Securities requested to be included in such registration by any Holder
pursuant to this Section 2(d) and any securities requested to be included in such registration by any other Persons with piggyback
registration rights (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holder
and such other Persons on the basis of the relative number of Registrable Securities held by each such Holder and the relative
number of Ordinary Shares (or Ordinary Shares issuable to such other Persons upon exercise or conversion of securities of the Company
held by each such other Person), or in such other proportion as shall mutually be agreed to by all such registering Holder and
other Persons).


 


(4) Registration
pursuant to this Section 2(d) shall not be deemed a demand registration as described in Sections 2(a) or 2(b).


 






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3.  Registration
Procedures.


 


In connection with
the Company’s registration obligations hereunder, the Company shall:


 


(a) Prior
to the filing of each Registration Statement or any related Prospectus or any amendment or supplement thereto (other than any document
that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish to each participating
Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated
by reference), and the Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that,
the Company is notified of such objection in writing no later than three (3) Trading Days after the Holders have been so furnished
copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus
or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached
to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than
two (2) Trading Days by the end of the second (2nd) Trading Day following the date on which such Holder receives draft materials
in accordance with this Section.


 


(b) (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements
in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to
be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented
or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the
Commission with respect to a Registration Statement or any amendment thereto, and (iv) comply in all material respects with the
applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the
intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.


 


(c) If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of Ordinary Shares
then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, an additional Registration
Statement covering the resale by the Holders of not less than the number of such Registrable Securities.


 






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(d) Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(i) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request
by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement
or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a
Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case
of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect
to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best
interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however,
that, in no event shall any such notice contain any information which would constitute material, non-public information regarding
the Company or any of its Subsidiaries.


 


(e) Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f) Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available
on the EDGAR system (or successor thereto) need not be furnished in physical form.


 






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(g) Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not
be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such
jurisdiction.


 


(i) If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Convertible Loan Agreement, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holder may request.


 


(j) Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file
any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. If
the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.
The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The
Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement
and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.


 






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(k) Otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities
Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including
any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders
in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and,
as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities
and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 


(l) The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of Ordinary Shares beneficially
owned by such Holder and the natural persons thereof that have voting and dispositive control over the shares.


 


4.  Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the Commission, (B) with respect to filings required to be made with any trading market on which the Ordinary Shares or ADSs
is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the
Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company
be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents,
any legal fees or other costs of the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses
of any registration proceedings if the registration request is subsequently withdrawn at the request of the Holders of a majority
of the Registrable Securities to be registered or included such offering (the “Withdrawing Holders”) and, in
such event, the Withdrawing Holders shall pay such expenses pro rata based on the number of securities they had requested to include
in such registration or offering, unless at the time of such withdrawal, the Holders shall have learned of a material adverse change
in the condition, business, or prospects of the Company from that known or available to such Holders at the time of their request
for such registration and such Holders have withdrawn their request for registration and have withdrawn their request with reasonable
promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses.


 






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5.  Indemnification.


 


(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal
as a result of a pledge or any failure to perform under a margin call of Ordinary Shares or ADSs), investment advisors and employees
(and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title
or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material
fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance
of its obligations under this Agreement and the offering covered any registration statement, except to the extent, but only to
the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing
to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being
understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the
type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use
by such Holder. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising
from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive
the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(g).


 






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(b) Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding
a lack of such title or any other title), each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees (and any other Persons with a functionally
equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of such controlling Persons,
to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based
solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus,
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to
the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the
Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent,
that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed
method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for
use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the Registrable Securities included in the Registration Statement
giving rise to such indemnification obligation.


 






    14


     


    

 


(c) Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall
be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that
such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding
in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified
Party from all liability on claims that are the subject matter of such Proceeding.


 






    15


     


    

 


(d) Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms.


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater
in amount than the dollar amount of the net proceeds received by it upon the sale of the Registrable Securities giving rise to
such contribution obligation, except in the case of willful misconduct or fraud by such Holder.


 


The indemnity
and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to
the Indemnified Parties.


 


6.  Miscellaneous.


 


(a) Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company
and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b) Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing ““by the Company
that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its
best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall
be subject to the provisions of Section 2(d).


 






    16


     


    

 


(c) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders of more than 50% of the then outstanding Registrable Securities (for purposes of clarification,
this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment,
modification or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately
impacted Holder (or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities
pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be
registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which
of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders
and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all
of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of
this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this
Section 6(c). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


(d) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Convertible Loan Agreement.


 


(e) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may
assign their respective rights hereunder in the manner and to the Persons as permitted under the Convertible Loan Agreement.


 






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(f) No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Except as set forth on Schedule 6(h), neither the Company nor any of its Subsidiaries has previously entered into
any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied
in full. Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding,
the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any Person, any
registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described
in this Agreement or otherwise) relating to any securities of the Company; provided, however, (a) that such restriction
should not apply at such time as all the Registrable Securities are covered by an effective registration statement; and (b) that
the Company may without such consent (i) enter into an agreement with any holder or prospective holder of any securities of the
Company that would allow such holder or prospective holder to include such securities in any registration pursuant to this Agreement
if the rights of such holder or prospective holder are subordinate to the rights of the Holders hereunder and (ii) enter into an
agreement with any holder or prospective holder of any securities of the Company related to the filing of a resale shelf registration
statement to register shares issued to such holder or prospective holder in an acquisition, if and only if such resale shelf registration
statement does not permit underwritten offerings.


 


(g) Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


(h) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Convertible Loan Agreement.


 


(i) Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(j) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 






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(k) Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit
or affect any of the provisions hereof.


 


(l) Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Each Holder shall be entitled to protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in
any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely
in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company
and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision
contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively
and not between and among Holders.


 


********************


 


(Signature
Pages Follow)


 




    19


     


    

 


IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	collplant Biotechnologies ltd.
	 	 	      
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 




     


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO collplant RRA]


 


Name of Holder: __________________________


 


Signature of Authorized Signatory of Holder: __________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


[SIGNATURE PAGES CONTINUE]


 




     


     


    

 


Annex A


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the Ordinary Shares and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their Ordinary Shares represented by ADSs covered hereby on the NASDAQ Stock Market
or any other stock exchange, market or trading facility on which the Ordinary Shares or the ADSs are traded or in private transactions.
These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling
securities:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales;



 


		·	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such shares at
a stipulated price per share;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


The Selling Stockholders
may also sell shares under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the
“Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 






     


     


    

 


In connection with
the sale of the Ordinary Shares represented by ADSs or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the Ordinary Shares represented
by ADSs in the course of hedging the positions they assume. The Selling Stockholders may also sell Ordinary Shares represented
by ADSs short and deliver these Ordinary Shares represented by ADSs to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these Ordinary Shares represented by ADSs. The Selling Stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of Ordinary Shares represented by ADSs offered by this
prospectus, which Ordinary Shares represented by ADSs such broker-dealer or other financial institution may resell pursuant to
this prospectus (as supplemented or amended to reflect such transaction).


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the Ordinary Shares represented by ADSs may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the Ordinary Shares represented by ADSs purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any
written or oral agreement or understanding, directly or indirectly, with any person to distribute the Ordinary Shares represented
by ADSs.


 


The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the Ordinary Shares represented by ADSs.
The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.


 


We agreed to keep this
prospectus effective for a period of three years or until such earlier date that all Ordinary Shares represented by ADSs covered
by registration statement (i) may be resold by the Selling Stockholders without registration and without regard to any volume or
manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current
public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the Ordinary Shares
represented by ADSs have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The Ordinary Shares represented by ADSs will be sold only through registered or licensed brokers or dealers if required
under applicable state securities laws. In addition, in certain states, the Ordinary Shares represented by ADSs covered hereby
may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.


 


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the Ordinary Shares represented by ADSs may not
simultaneously engage in market making activities with respect to the Ordinary Shares represented by ADSs for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may
limit the timing of purchases and sales of the Ordinary Shares represented by ADSs by the Selling Stockholders or any other person.
We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy
of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities
Act).


 




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SELLING SHAREHOLDERS


 


The Ordinary Shares
represented by ADSs being offered by the selling shareholders are those previously issued to the selling shareholders, and those
issuable to the selling shareholders, upon the conversion of the debentures and the exercise of the warrants. For additional information
regarding the issuances of those shares of Ordinary Shares, debentures and warrants, see “Private Placement of Ordinary Shares,
Debentures and Warrants” above. We are registering the shares of Ordinary Shares represented by ADSs in order to permit the
selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of Ordinary Shares
and the warrants, the selling shareholders have not had any material relationship with us within the past three years.


 


The table below lists
the selling shareholders and other information regarding the beneficial ownership of the shares of Ordinary Shares by each of the
selling shareholders. The second column lists the number of shares of Ordinary Shares beneficially owned by each selling shareholder,
based on its ownership of the shares of Ordinary Shares and warrants, as of ________, 2017, assuming exercise of the warrants held
by the selling shareholders on that date, without regard to any limitations on exercises.


 


The third column lists
the shares of Ordinary Shares being offered by this prospectus by the selling shareholders.


 


In accordance with
the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the
sum of (i) the number of shares of Ordinary Shares issued to the selling shareholders in the __________________ and (ii) the maximum
number of shares of Ordinary Shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were
exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the
SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided
in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes
the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.


 




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    Name of Selling Shareholder	 	Number of shares of Ordinary
    Shares Owned Prior to Offering	 	Maximum Number of shares of Ordinary
    Shares to be Sold Pursuant to this Prospectus	 	Number of shares of Ordinary
    Shares Owned After Offering
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    4


     


    

 


Annex C


 


collplant
BIOTECHNOLOGIES ltd.


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial
owner of Ordinary Shares (the “Registrable Securities”) of CollPlant Biotechnologies Ltd., a company organized
under the laws of the State of Israel (the “Company”), understands that the Company has filed or intends to
file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration
Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 




     


     


    

 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder



	 	 
	 	 


 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:



	 	 
	 	 


 


		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the securities covered by this Questionnaire):



	  	 
	 	 


 


2. Address for Notices to Selling
Stockholder:


	 
	 
	 



	Telephone: 	 



	Fax: 	 



	Contact Person: 	 


 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


Yes   ☐          No   ☐


 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?



 


Yes   ☐          No   ☐


 


		Note:	If “no” to Section 3(b), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 






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		(c)	Are you an affiliate of a broker-dealer?



 


Yes   ☐          No   ☐


 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes   ☐          No   ☐


 


		Note:	If “no” to Section 3(d), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


4. Beneficial Ownership of Securities
of the Company Owned by the Selling Stockholder.


 


Except as set forth below
in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Convertible Loan Agreement.


 


		(a)	Type and Amount of other securities beneficially owned by the Selling Stockholder:



	 	 
	 	 
	 	 


 




    3


     


    

 


5. Relationships with the Company:


 


Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


	 	 
	 	 
	 	 


 


The undersigned agrees
to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be
required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements
thereto.


 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


	Date: 	 	 	Beneficial Owner: 	 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


PLEASE FAX A COPY (OR EMAIL A .PDF COPY)
OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


 


4