Exhibit 10.2

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

COLLPLANT BIOTECHNOLOGIES LTD.

PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES

This Pre-Funded Warrant to Purchase Ordinary Shares (this “Warrant”) is issued by CollPlant Biotechnologies Ltd., an Israeli company, registration number [____] (the “Company”), to the holder identified on the signature page hereto (the “Holder”), pursuant to that certain Share Purchase Agreement, dated as of August [____], 2026 (as may be amended, supplemented or modified from time to time, the “SPA”), by and among the Company, LightSolver Ltd. and the other parties thereto.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the SPA. As used in this Warrant, the following terms shall have the meanings set forth below:

“Aggregate Ownership Certificate” means a certificate delivered by the Sellers’ Representative to the Company pursuant to Section 2.6 of the SPA and Section 3.3 of this Warrant, within five (5) Business Days following receipt of an Exercise Notice, setting forth: (i) the aggregate number of Buyer Ordinary Shares then beneficially owned by all Sellers and their respective Affiliates; (ii) the aggregate number of Warrant Shares proposed to be acquired upon such exercise; and (iii) a certification that, after giving effect to the proposed exercise, the aggregate beneficial ownership of all Sellers (together with their respective Affiliates) will not exceed the Equity Blocker Threshold.

“Beneficial Ownership Limitation” has the meaning set forth in Section 3.4.

“Equity Blocker” means the limitations set forth in Section 3 of this Warrant restricting the exercise of this Warrant to the extent that such exercise would exceed any applicable threshold under Nasdaq Listing Rule 5635 (or any successor rule) without first obtaining any shareholder approval that may be required under such rule.

“Equity Blocker Threshold” means any threshold above which the issuance of Buyer Ordinary Shares would require shareholder approval under Nasdaq Listing Rule 5635 (including Rules 5635(a), (b) and (d)), or any successor rule thereto.

“Exercise Date” means, with respect to any exercise of this Warrant, the date on which all of the conditions to exercise set forth in Section 2.1 have been satisfied.

“Exercise Notice” means a notice of exercise in the form attached hereto as Annex A, duly executed by the Holder.

“Exercise Price” means USD 0.00001 per Warrant Share, subject to adjustment as provided herein.

“Fundamental Transaction” means any of the following: (a) any merger, consolidation, or other business combination transaction involving the Company pursuant to which the Company is not the surviving entity, or pursuant to which holders of a majority of the Buyer Ordinary Shares immediately prior to such transaction hold less than a majority of the equity interests of the surviving or acquiring entity immediately following such transaction; (b) any sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, excluding CollPlant Ltd; (c) any tender offer or exchange offer (whether by the Company or another Person) pursuant to which holders of more than 50% of the Buyer Ordinary Shares tender or exchange their shares; or (d) any reclassification of the Buyer Ordinary Shares or any compulsory share exchange pursuant to which the Buyer Ordinary Shares are effectively converted into or exchanged for other securities, cash or other property.

“Trading Day” means any day on which the Buyer Ordinary Shares are traded on Nasdaq, provided that “Trading Day” shall not include any day on which the Buyer Ordinary Shares are scheduled to trade on Nasdaq for less than 4.5 hours or any day that the Buyer Ordinary Shares are suspended from trading during the final hour of trading on Nasdaq.

“Warrant” means this Pre-Funded Warrant to Purchase Ordinary Shares of the Company.

Subject to the terms and conditions set forth herein (including, without limitation, the Equity Blocker set forth in Section 3), at any time following the Closing and until this Warrant is exercised in full (this Warrant having no expiration date), the Holder may exercise this Warrant in whole or in part by delivering to the Company: (a) an Exercise Notice duly executed by the Holder, delivered to the Company and the Sellers’ Representative; (b) payment of the Exercise Price for the number of Warrant Shares specified in the Exercise Notice, in immediately available funds denominated in United States dollars.

Upon satisfaction of all of the foregoing conditions and subject to Section 3.3, the exercise shall be deemed effective as of the Exercise Date.

In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of this Warrant in payment of the aggregate Exercise Price, the Holder may elect instead to receive upon such exercise the “Net Number” of Buyer Ordinary Shares determined according to the following formula:

Net Number = (A x B) / C

For purposes of the foregoing formula:

A = the total number of Warrant Shares with respect to which this Warrant is then being exercised.

B = the excess, if any, of the Per Share Market Value (as defined below) on the Trading Day immediately preceding the date of such exercise over the Exercise Price.

C = the Per Share Market Value on the Trading Day immediately preceding the date of such exercise.

“Per Share Market Value” means, on any particular date, the closing bid price per Buyer Ordinary Share on such date on Nasdaq as reported by Bloomberg L.P. (or an equivalent reliable reporting service mutually acceptable to the Company and the Holder). If the Buyer Ordinary Shares are not listed or traded on Nasdaq on the date in question, then the Per Share Market Value shall be determined in good faith by the Company’s Board of Directors.

Notwithstanding the foregoing, because the Exercise Price of this Warrant is nominal (USD 0.00001 per Warrant Share), the parties acknowledge that a cashless exercise pursuant to this Section 2.2 will result in the issuance of substantially the same number of Warrant Shares as would be issued upon a cash exercise. In connection with any exercise of this Warrant (whether for cash or on a cashless basis), the Board of Directors of the Company shall adopt a resolution pursuant to Section 304 of the Companies Law approving the issuance of the Warrant Shares at a price per share no less than the par value (if any) of the Buyer Ordinary Shares, it being acknowledged that following the elimination of the par value of the Buyer Ordinary Shares approved by the Company’s shareholders on August 18, 2026 no such resolution shall be required, with the consideration for such issuance being deemed satisfied by the pre-payment of the purchase price for the Warrant Shares at the Closing (less only the nominal Exercise Price).

In the event that no registration statement covering the issuance or resale of the Warrant Shares is effective at the time of exercise of this Warrant, this Warrant may only be exercised through a cashless exercise as set forth in this Section 2.2.

For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue Date of this Warrant.

If this Warrant is exercised in part, the Company shall, at the time of delivery of the Warrant Shares to the Holder, issue to the Holder a new warrant (on the same terms and conditions as this Warrant) to purchase that number of Warrant Shares equal to the number of Warrant Shares subject to this Warrant immediately prior to such exercise minus the number of Warrant Shares issued to the Holder upon such exercise. For the avoidance of doubt, the new warrant shall have the same Exercise Price, the same Original Issue Date, and shall otherwise be identical in all respects to this Warrant except for the number of Warrant Shares for which it is exercisable.

Upon any exercise of this Warrant in accordance with the terms hereof, the Company shall, no later than the second (2nd) Trading Day following the Exercise Date (the “Share Delivery Date”), cause to be issued and delivered to the Holder, or to such Person as the Holder may direct, the number of Warrant Shares to which the Holder is entitled. Delivery of Warrant Shares shall be effected by book-entry credit to the account designated by the Holder in the Exercise Notice, or, if requested by the Holder, by delivery of physical share certificates. Nothing herein shall require delivery through DWAC unless the Warrant Shares are then DTC eligible and not subject to transfer restrictions that would prevent such delivery.

If after the Share Delivery Date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases Buyer Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving upon such exercise, other than as a result of any action or omission of the Holder or its broker or circumstances beyond the Company’s reasonable control (a “Buy-In”), then the Company shall (a) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Buyer Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (I) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (II) the price at which the sell order giving rise to such purchase obligation was executed, and (b) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), or deliver to the Holder the number of Buyer Ordinary Shares that would have been issued had the Company timely complied with its delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.

This Warrant is a pre-funded warrant and shall not expire. The full purchase price for the Warrant Shares has been pre-funded to the Company at the Closing (the “Prepaid Amount”), and accordingly, no additional consideration (other than the nominal Exercise Price of USD 0.00001 per Warrant Share) shall be required to be paid by the Holder to any Person in connection with any exercise of this Warrant. The Holder shall not be entitled to a return or refund of the Prepaid Amount under any circumstance, including in the event this Warrant is not exercised in full. For the avoidance of doubt, so long as this Warrant remains unexercised, the Holder shall be entitled to exercise this Warrant at any time, subject only to the terms and conditions set forth herein (including the Equity Blocker).

Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to issue, and the Holder shall not have the right to receive, any Warrant Shares upon exercise of this Warrant to the extent (but only to the extent) that the sale or issuance of such Warrant Shares would exceed any applicable threshold under Nasdaq Listing Rule 5635 (or any successor rule), unless the Company has obtained any shareholder approval that may be required under applicable Nasdaq listing rules (including Nasdaq Listing Rule 5635(a), (b) and (d)).

In addition to the limitation set forth in Section 3.1, in no event shall the aggregate number of Buyer Ordinary Shares issued pursuant to the SPA and the transactions contemplated thereby (including, without limitation, Closing Shares, Warrant Shares issuable upon exercise of this Warrant and all other Pre-Funded Warrants, shares issuable upon exercise of any Milestone Warrants and shares issuable upon exercise of Rollover Options) exceed 39.80% of the Buyer Ordinary Shares outstanding immediately following the Closing, without the prior approval of the Company’s shareholders in accordance with applicable Nasdaq listing rules.

Prior to exercising this Warrant, the Holder shall deliver an Exercise Notice to the Company and the Sellers’ Representative. Within five (5) Business Days following receipt of an Exercise Notice, the Sellers’ Representative shall deliver to the Company a written certification (an “Aggregate Ownership Certificate”) setting forth: (i) the aggregate number of Buyer Ordinary Shares then beneficially owned by all Sellers and their respective Affiliates; (ii) the aggregate number of Warrant Shares proposed to be acquired by the Holder; and (iii) a certification that, after giving effect to the proposed exercise, the aggregate beneficial ownership of all Sellers (together with their respective Affiliates) will not exceed the Equity Blocker Threshold. The Holder shall, upon request by the Sellers’ Representative, promptly (and in any event within three (3) Business Days) provide the Sellers’ Representative with a written statement setting forth the number of Buyer Ordinary Shares (including Warrant Shares) then beneficially owned by such Holder and its Affiliates. The Company shall not be required to issue any Warrant Shares unless and until it has received an Aggregate Ownership Certificate from the Sellers’ Representative confirming that the proposed exercise will not breach the Equity Blocker. The Company shall be entitled to rely on the Aggregate Ownership Certificate without independent verification.

No limitation on the beneficial ownership of the Holder shall apply to the exercise of this Warrant unless the Holder elects, by written notice to the Company, to be subject to a maximum beneficial ownership percentage specified by the Holder in such notice (the “Beneficial Ownership Limitation”). There shall be no ceiling or maximum on the percentage that the Holder may so elect. The Holder may increase, decrease or revoke any such election upon written notice to the Company, provided that any increase or revocation shall become effective on the sixty-first (61st) day following delivery of such notice. Where an election is in effect, the Company shall not effect any exercise of this Warrant to the extent that, after giving effect thereto, the Holder (together with its Affiliates) would beneficially own Buyer Ordinary Shares in excess of the elected percentage, and beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Upon the written request of the Holder, the Company shall within two (2) Business Days confirm in writing the number of Buyer Ordinary Shares then outstanding. This Section 3.4 shall apply to a successor Holder only if such successor makes its own election hereunder.

If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of Buyer Ordinary Shares or any other equity or equity equivalent securities payable in Buyer Ordinary Shares (which, for avoidance of doubt, shall not include any Buyer Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Buyer Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Buyer Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Buyer Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Buyer Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Buyer Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

If the Company, at any time while this Warrant is outstanding, distributes to all holders of Buyer Ordinary Shares (and not to the Holder by virtue of ownership of this Warrant) (a) evidences of its indebtedness, (b) any security (other than a distribution of Buyer Ordinary Shares covered by Section 4.1), (c) rights or warrants to subscribe for or purchase any security, or (d) any cash or other assets (in each case, “Distributed Property”), then in each such case, the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted so that upon exercise the Holder shall receive, in addition to the Warrant Shares, the Distributed Property that such Holder would have been entitled to receive had the Holder been the record holder of such number of Buyer Ordinary Shares as of the record date for such distribution, or the Company shall reserve and set aside such Distributed Property for delivery to the Holder upon exercise. To the extent that this Warrant is not exercised prior to the record date for any such distribution, the adjustment provisions of this Section 4.2 shall apply to provide the Holder with the economic equivalent of such distribution.

In the event of a Fundamental Transaction:

(a) if the Fundamental Transaction involves the issuance of securities of a Successor Entity in exchange for or in respect of Buyer Ordinary Shares, the Holder shall be entitled, upon exercise of this Warrant following the consummation of such Fundamental Transaction, to receive the kind and amount of securities, cash or other property that a holder of the number of Buyer Ordinary Shares issuable upon exercise of this Warrant immediately prior to such Fundamental Transaction would have received upon consummation thereof;

(b) the Successor Entity (if other than the Company) shall assume all obligations of the Company under this Warrant pursuant to a written instrument, delivered to the Holder prior to or concurrently with the consummation of such Fundamental Transaction;

(c) the Holder shall be entitled to receive, upon exercise of this Warrant following such Fundamental Transaction, the same kind and amount of securities, cash or other property as the Holder would have received had the Holder exercised this Warrant in full immediately prior to such Fundamental Transaction, with proportionate adjustments to the number of Warrant Shares to preserve the economic equivalent. The provisions of this Section 4.3 shall apply to successive Fundamental Transactions.

Notwithstanding any other provision of this Section 4, in no event shall the Exercise Price be reduced below the par value (if any) of the Buyer Ordinary Shares unless and until the Company reduces or eliminate such par value in accordance with the Companies Law. In connection with any exercise of this Warrant following an adjustment pursuant to this Section 4 that would result in the effective issuance price of the Warrant Shares being less than their par value, the Company’s Board of Directors shall, to the extent required by the Companies Law, adopt a resolution pursuant to Section 304 of the Companies Law approving the issuance of such Warrant Shares at a price per share equal to or in excess of their par value, with the aggregate exercise consideration being deemed to include the Prepaid Amount previously paid at the Closing.

If at any time the Buyer Ordinary Shares have a par value and the issuance of Warrant Shares upon any exercise of this Warrant would, but for this Section, be prohibited or restricted by reason of Section 304 of the Companies Law, then the Company shall, at its own cost and without any payment by the Holder: (a) first, capitalise such amount standing to the credit of its share premium account or of any other reserve or fund available for such purpose as is necessary to pay up in full the par value of such Warrant Shares, and pass all board and shareholder resolutions required to give effect thereto; (b) second, to the extent the amounts available under clause (a) are insufficient, promptly convene a general meeting of its shareholders for the purpose of eliminating the par value of the Buyer Ordinary Shares, include such elimination in the agenda, include the recommendation of its board of directors in favour thereof in the meeting materials, use its best efforts to solicit proxies in favour thereof, re-submit the matter at each subsequent general meeting of shareholders and in any event at least once every three (3) months until it is approved, and promptly file the amended articles of association with the Israeli Registrar of Companies; and (c) third, to the extent that, notwithstanding clauses (a) and (b), any Warrant Shares remain incapable of being lawfully issued, issue to the Holder the maximum number of Warrant Shares that may lawfully be issued and pay to the Holder, in cash and within five (5) Business Days following the Exercise Date, an amount equal to the Per Share Market Value on the Exercise Date multiplied by the number of Warrant Shares not so issued, in each case without prejudice to the Holder’s right to receive such Warrant Shares if and when they may lawfully be issued.

The obligations of the Company under this Section are absolute and unconditional, and the Company shall not be relieved of them by reason of any difficulty, cost or inconvenience of performance. The Holder shall be entitled to specific performance and injunctive relief in respect of such obligations, without proof of damage and without the posting of any security, in addition to any other remedy available to it.

Notwithstanding anything to the contrary in this Warrant, the SPA or any other Transaction Document, no Holder shall have any liability to the Company, to any creditor of the Company or to any other Person in respect of any shortfall between the consideration paid or deemed paid for any Warrant Share and the par value thereof, or otherwise arising out of the issuance of any Warrant Share at a price below its par value, and the Company shall indemnify, defend and hold harmless each Holder and its Affiliates, and their respective officers, directors, partners, members and shareholders, against any claim, demand, liability, loss, damage or expense (including reasonable legal fees) arising out of or in connection with any such shortfall or issuance. The Company shall not issue, and no Holder shall be obliged to accept, any Warrant Share in circumstances that would give rise to any such liability of the Holder.

All rights and remedies of the Holder under this Warrant, the SPA and applicable law shall be cumulative and not exclusive of any other rights or remedies available to the Holder.

All calculations under this Section 4 shall be made to the nearest one-hundredth of a share or the nearest USD 0.00001, as applicable; provided that any adjustment to the Exercise Price shall be rounded up to the nearest USD 0.00001, and any adjustment to the number of Warrant Shares shall be rounded down to the nearest one-hundredth of a share. For purposes of this Section 4, the number of Buyer Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Buyer Ordinary Shares actually issued and outstanding.

Whenever the number of Warrant Shares or the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company shall promptly deliver to the Holder a notice setting forth the adjusted number of Warrant Shares issuable upon exercise of this Warrant, the adjusted Exercise Price, and a brief statement of the facts requiring such adjustment and the computation thereof. The Company shall, upon the written request of the Holder at any time, furnish to the Holder a certificate from the Company’s Chief Financial Officer setting forth the number of Warrant Shares and the Exercise Price then in effect.

This Warrant does not entitle the Holder to any voting rights, consent rights, or other rights as a shareholder of the Company prior to the exercise of this Warrant and the issuance of the Warrant Shares. Upon and after the issuance of Warrant Shares to the Holder upon exercise of this Warrant, the Holder shall be entitled to all rights of a holder of Buyer Ordinary Shares with respect to such issued shares, including voting rights and the right to receive dividends and other distributions.

Prior to the issuance of Warrant Shares upon exercise of this Warrant, the Holder shall not be entitled to receive any dividends, distributions, or other payments made to holders of Buyer Ordinary Shares, except as expressly set forth in Section 4.2 with respect to adjustment events. The Holder acknowledges that this Warrant represents only a contractual right to acquire Warrant Shares upon exercise and does not represent any equity interest in the Company prior to such exercise.

This Warrant and the Warrant Shares issuable upon exercise hereof have not been registered under the Securities Act or under any state or foreign securities laws and may not be offered, sold, pledged, hypothecated, assigned or otherwise transferred except (a) pursuant to an effective registration statement under the Securities Act, (b) pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, or (c) as otherwise permitted under the transfer restrictions set forth in the SPA. Notwithstanding the foregoing, any transfer of this Warrant or the Warrant Shares shall be subject to compliance with all applicable securities laws and applicable provisions of the SPA, including without limitation any applicable lock-up provisions, standstill provisions, and rights of first refusal contained therein. The specific transfer restrictions and resale limitations applicable to any particular Holder shall be determined based on whether such Holder acquired this Warrant pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder (if a U.S. person) or Regulation S (if not a U.S. person), as set forth in Section 2.7 of the SPA. Any transfer in violation of this Section 6.1 shall be null and void.

This Warrant and any certificates representing Warrant Shares issued upon exercise hereof shall bear a restrictive legend substantially in the form set forth in Section 2.7 of the SPA, and such other legends as may be required by applicable law, until such time as (a) such securities have been registered under the Securities Act or sold pursuant to Rule 144, or (b) in the opinion of counsel to the Company, such legend is no longer required under applicable requirements of the Securities Act. The Company agrees that it shall instruct its transfer agent to remove such legend upon delivery of customary evidence reasonably satisfactory to the Company and its transfer agent that such legend is no longer required.

The Company shall maintain a register for the recordation of the name and address of the Holder and the number of Warrant Shares issuable hereunder, and shall register any transfer permitted by Section 6.1 promptly upon surrender of this Warrant together with a duly executed instrument of assignment. Upon any such transfer, the Company shall issue to the transferee a new warrant of like tenor, bearing the same Original Issue Date as this Warrant, and, if applicable, a new warrant to the Holder in respect of any retained portion. The Company shall not charge the Holder any fee in connection with any such transfer or issuance.

The Company covenants that, so long as this Warrant remains outstanding, it will at all times reserve and keep available out of the aggregate of its authorized but unissued Buyer Ordinary Shares, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the full number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other actual or contingent purchase rights of Persons other than the Holder. The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable, and free from all liens, security interests, charges, encumbrances, and claims with respect to the issuance thereof.

The number of Buyer Ordinary Shares so reserved shall be adjusted proportionally in connection with any stock split, reverse stock split, share dividend, reclassification, reorganization or similar transaction affecting the Buyer Ordinary Shares. If at any time the number of authorized but unissued Buyer Ordinary Shares is insufficient to permit such reservation, the Company shall take all action necessary to increase the number of its authorized Buyer Ordinary Shares to a number sufficient to permit such reservation, including promptly convening a general meeting of its shareholders, including such increase in the agenda and recommending its approval, and re-submitting the matter until it is approved.

The Company shall not, by amendment of its articles of association, by any reorganisation, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or by any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith carry out all such terms and take all such action as may be necessary or appropriate to protect the rights of the Holder hereunder.

If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the lost, stolen or destroyed Warrant, a new warrant of like tenor and representing an equivalent right or interest, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, if requested by the Company, indemnity or bond also reasonably satisfactory to the Company. The applicant for a new warrant under such circumstances shall also pay any reasonable third-party costs (including customary transfer agent fees) associated with the issuance of such replacement warrant.

No fractional Warrant Shares shall be issued upon exercise of this Warrant. If the exercise of this Warrant would result in the issuance of a fractional Warrant Share, the Company shall round down to the nearest whole share the number of Warrant Shares to be issued to the Holder, and shall pay to the Holder, in lieu of such fractional share, an amount in cash equal to such fraction multiplied by the Per Share Market Value of one Buyer Ordinary Share on the Trading Day immediately preceding the Exercise Date.

All notices, requests, demands, approvals, consents and other communications required or permitted to be given under this Warrant shall be in writing and shall be deemed to have been duly given: (a) when delivered personally to the recipient; (b) three (3) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (c) one (1) Business Day after being sent by a recognized international overnight courier service with tracking, charges prepaid; or (d) upon confirmed electronic receipt by the recipient by email, provided that a copy of such notice is dispatched by one of the methods specified in clauses (a)–(c) above within two (2) Business Days thereafter. Notices shall be sent to the addresses set forth on the signature page hereto (or to such other address as a party may designate in writing to the other party).

This Warrant shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to any choice of law or conflicts of law principles thereof that would cause the application of the laws of any other jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel, in respect of any dispute arising out of or in connection with this Warrant, and agrees that no such dispute shall be referred to arbitration. Each party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any such proceeding.

No provision of this Warrant may be amended or waived other than by an instrument in writing signed by the Company and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Warrant shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

Notwithstanding the foregoing, this Warrant may not be amended to eliminate, reduce or circumvent the Equity Blocker (including any increase in the Equity Blocker Threshold) if the issuance of Buyer Ordinary Shares upon exercise of this Warrant would exceed any applicable threshold under Nasdaq Listing Rule 5635 (or any successor rule), unless any shareholder approval that may be required under such rule has first been obtained in accordance with applicable Nasdaq listing rules.

Subject to the transfer restrictions set forth in Section 6, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the Holder. The provisions of this Warrant are intended to be for the benefit of each holder from time to time of this Warrant and shall be enforceable by any such holder. The Company may not assign its obligations under this Warrant without the prior written consent of the Holder, except in connection with a Fundamental Transaction in which the Successor Entity assumes all obligations of the Company under this Warrant in accordance with Section 4.3.

If any provision of this Warrant is found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Warrant or invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Warrant so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

This Warrant, together with the SPA and the other Transaction Documents (as defined in the SPA), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written, with respect to such subject matter. In the event of any conflict between the terms of this Warrant and the terms of the SPA, the terms of the SPA shall prevail, unless this Warrant expressly provides otherwise with respect to a specific matter.

This Warrant shall be deemed to be jointly drafted by the Company and the Holder, and no provision hereof shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have structured, drafted or dictated such provision. The headings in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant. Unless the context otherwise requires, references to sections, subsections and annexes refer to sections, subsections and annexes of and to this Warrant. Words importing the singular include the plural and vice versa, and the masculine, feminine and neuter genders include all genders. The words “include,” “includes” and “including” shall be deemed to be followed by “without limitation.” The word “or” is disjunctive but not exclusive.

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IN WITNESS WHEREOF the Company has caused this Warrant to be duly executed by its authorized officer as of the date first written above.

ANNEX A

EXERCISE NOTICE

PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES

COLLPLANT BIOTECHNOLOGIES LTD.

The undersigned holder (the “Holder”) hereby exercises the right to purchase Buyer Ordinary Shares of CollPlant Biotechnologies Ltd. (the “Company”) pursuant to the Pre-Funded Warrant to Purchase Ordinary Shares dated [____], _____ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant.

The undersigned holder hereby elects to exercise its Warrant by (check one):

☐ Cash Exercise: Payment of the aggregate Exercise Price in the amount of USD ________ (being USD 0.00001 per Warrant Share) in immediately available funds denominated in United States dollars (USD).

☐ Cashless Exercise: Pursuant to Section 2.2 of the Warrant.

The Sellers’ Representative will deliver an Aggregate Ownership Certificate to the Company within five (5) Business Days of the date hereof pursuant to Section 2.3 of the Warrant.

The undersigned acknowledges that the Company shall not be required to issue any Warrant Shares until the Aggregate Ownership Certificate has been received by the Company, confirming that the aggregate beneficial ownership of Buyer Ordinary Shares by all Sellers (including the Warrant Shares to be issued upon such exercise) will not exceed the Equity Blocker Threshold.

The Company shall deliver the Warrant Shares in accordance with the terms of the Warrant to the following:

☐ DWAC/Book Entry to the following account:

Broker: ____________________________

Account Number: ____________________________

DTC Number: ____________________________

Number of Warrant Shares to be issued: ____________________________

Date: ____________________________

Name of Holder (print): ____________________________