Exhibit 4.27


 


EXHIBIT D


 


price
protection Agreement 


 


Reference is made to
that certain Convertible Loan Agreement dated as of August __, 2019 between CollPlant Biotechnologies Ltd. (the “Company”),
and each of the several individual private U.S. investors signatory hereto (each such investor, (including its successors and assigns,
an “Investor” and, collectively, the “Investors”), including any Schedules, Annexes and Exhibits
thereto, as may be amended, supplemented or otherwise modified from time to time (the “Convertible Loan Agreement”).


 


WHEREAS, the
Company and the Investors have entered into the Convertible Loan Agreement in connection with a loan that shall be extended to
the Company, which may be automatically converted into ADSs, all subject to and in accordance with the terms and conditions of
the Convertible Loan Agreement; and


 


WHEREAS, the
Convertible Loan Agreement provides for an automatic conversion of the Principal into Conversion ADSs; and


 


WHEREAS, the
Company and the Investors wish to add a price protection mechanism to the Conversion ADSs as a separate right of the Investors,
independent from the terms of Convertible Loan Agreement;


 


NOW, THEREFORE,
as set forth in this Price Protection Agreement (the “Agreement”) in consideration of the foregoing, and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledge, the Company and the Investors
(collectively: “Parties”) agree as follows:


 


Section
1. Definitions. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set
forth in the Convertible Loan Agreement.


 


Section
2. Price Protection Mechanism. Subject to the satisfaction of the Condition for Automatic Conversion, from the date
hereof and until the three (3) year anniversary of the First Closing Date, if the Company shall sell or grant any option to purchase,
or sell or grant any right to reprice, or otherwise dispose of or issue, Ordinary Shares, Ordinary Share Equivalents or ADSs for
cash consideration with a consideration per Ordinary Share that is less than the Per Ordinary Share Price (such lesser price is
referred to herein as the “Discounted Per Ordinary Share Purchase Price”) (the foregoing, a “Dilutive
Issuance”), then immediately after such Dilutive Issuance, the Company shall issue to the each Investor, separately and
not jointly, without the payment of additional consideration, in connection with such Dilutive Issuance, a number of additional
ADSs (the “Dilution Shares”) equal to the following formula:


 


	A
    X B	-
    B
	Y


 


		A =	the Per Ordinary Share Price.



 






     


     


    

 


		B =	Each Investor’s holdings in the Conversion ADSs and
Warrant ADSs to the extent converted or exercised by the date of the Dilutive Issuance (collectively, the “Equity Holdings”),
and which Equity Holdings are still held by each Investor on the date of the Dilutive Issuance;



 


		Y =	the Discounted Per Ordinary Share Purchase Price.



 


The Investor
may, at its sole discretion, waive its right to receive any Dilution Shares under this Section 2.


 


If ADSs,
Ordinary Shares or Ordinary Share Equivalents are issued in a Dilutive Issuance for consideration other than cash, the per share
price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. For the
purposes of the consideration per share under this Section 2, the price per share for which one Ordinary Share is issuable upon
the conversion, exercise or exchange of any Ordinary Share Equivalents shall take into account the sum of the amounts of consideration
(if any) received or receivable by the Company with respect to one Ordinary Share or ADS upon the issuance or sale of such Ordinary
Share Equivalents and upon conversion, exercise or exchange of such Ordinary Share Equivalents. On the date of closing of any transaction
pursuant to which securities are issued for a Discounted Per Ordinary Share Purchase Price, the Company shall give the Investors
a written notice thereof. Notwithstanding anything to the contrary herein in this Section 2, this Section 2 shall not apply to
an Exempt Issuance.


 


The Investor
may, at its sole discretion, waive his right to receive any Dilution Shares under this Section 2.


 


Section 3. Miscellaneous. The provisions of Section 5 of the Convertible Loan Agreement are hereby incorporated by
reference, mutatis mutandis.


 


Section 4. Counterparts and Signature. This Agreement may be executed in two or more counterparts (including by fax or electronic
scan, such as PDF), each of which shall be deemed to be an original, with the same effect as if the signatures hereto were upon
the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered
(including by fax or electronic scan, such as PDF) to the other Party.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


	COLLPLANT Biotechnologies LTD.	 	Address for Notice:
	 	 	 	 
	By:	 	 	Fax:
	 	Name: Yehiel Tal	 	 
	 	Title: CEO	 	E-Mail: yehiel@collplant.com; 
	 	 	 	eran@collplant.com
	By:	 	 	 
	 	Name: Eran Rotem	 	 
	 	Title: Deputy CEO & CFO	 	 
	 	 	 
	With a copy to (which shall not constitute notice):	 


 


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SIGNATURE PAGE FOR HOLDER FOLLOWS]


 




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[Investors
SIGNATURES PAGES TO the price protection AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


Name: ________________________________________________________


 


Email Address: _____________________________________________


 


Facsimile Number: __________________________________________


 


Address for Notice:


 


With a copy to (which shall not constitute notice):


 


 


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