Zion Oil & Gas Inc Sample Contracts

Zion Oil & Gas Inc – Employment Agreement (July 2nd, 2019)
Zion Oil & Gas Inc – AMENDMENT TO WARRANT AGENT AGREEMENT (June 5th, 2019)

This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated April 23, 2019, is made effective as of May 5, 2019, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“AST”)(collectively the “Parties”).

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, August 26, 2021) ZION OIL & GAS, INC. CUSIP 989696 265 WARRANT (June 5th, 2019)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring August 26, 2021 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on August 26, 2019, one Share of the Company at the price of $2.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlemen

Zion Oil & Gas Inc – AMENDMENT TO WARRANT AGENT AGREEMENTS (May 29th, 2019)

This Amendment to certain Warrant Agent Agreements (the “Agreements”) is made effective as of May 29, 2019, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“AST”).

Zion Oil & Gas Inc – WARRANT AGENT AGREEMENT (April 24th, 2019)

This Warrant Agent Agreement (this “Agreement”) is made effective as of April 23, 2019, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (”AST”) and is an amendment to the Warrant Agent Agreement dated August 1, 2014 between the Company and AST, to the February 2, 2015 amendment to the Warrant Agent Agreement, to the November 1, 2016 amendment to the Warrant Agent Agreement, to the May 22, 2017 amendment to the Warrant Agent Agreement, to the October 12, 2017 amendment, to the February 1, 2018 amendment to the Warrant Agent Agreement, to the April 2, 2018 amendment to the Warrant Agreement, to the August 21, 2018 amendment to the Warrant Agreement and to the December 7, 2018 amendment to the Warrant Agent Agree

Zion Oil & Gas Inc – PRESS RELEASE Zion Oil & Gas Announces Launch of New Unit Program Preliminary scouting and design work accomplished in Israel. (April 24th, 2019)

DALLAS and CAESAREA, Israel, April 24, 2019 /PRNewswire/ — Zion Oil & Gas, Inc. (NASDAQ: ZN) announces that it is making available a new unit program under its continuing Dividend Reinvestment and Common Stock Purchase Plan (“DSPP”) in its going forward plans as outlined in the November 29th, 2018 press release.

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, August 6, 2021) ZION OIL & GAS, INC. CUSIP 989696 265 WARRANT (April 24th, 2019)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring August 6, 2021 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on August 6, 2019, one Share of the Company at the price of $2.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement

Zion Oil & Gas Inc – [TRANSLATION FROM HEBREW] State of Israel Energy Ministry (March 8th, 2019)

In response to your referenced request I hereby approve an extension to the “Megiddo-Jezreel” license / 401.up to December 2, 2020.This extension is up to the maximum license period by law, and there will be no further extensions.

Zion Oil & Gas Inc – WARRANT AGENT AGREEMENT (December 7th, 2018)

This Warrant Agent Agreement (this “Agreement”) is made effective as of December 7, 2018, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“AST”) and is an amendment to the Warrant Agent Agreement dated August 1, 2014 between the Company and AST, to the February 2, 2015 amendment to the Warrant Agent Agreement, to the November 1, 2016 amendment to the Warrant Agent Agreement, to the May 22, 2017 amendment to the Warrant Agent Agreement, to the October 12, 2017 amendment, to the February 1, 2018 amendment to the Warrant Agent Agreement, to the April 2, 2018 amendment to the Warrant Agreement, and to the August 21, 2018 amendment to the Warrant Agreement by the expansion of the Unit option program.

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, February 25, 2020) ZION OIL & GAS, INC. CUSIP 989696 257 WARRANT (December 7th, 2018)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring February 25, 2020 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on February 25, 2019, one Share of the Company at the price of $0.01 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settl

Zion Oil & Gas Inc – AMENDMENT TO WARRANT AGENT AGREEMENTS (December 4th, 2018)

This Amendment to certain Warrant Agent Agreements (the "Agreements") is made effective as of December 4, 2018, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (”AST").

Zion Oil & Gas Inc – Zion Oil & Gas Plans Going Forward (November 29th, 2018)

DALLAS and CAESAREA, Israel, November 29, 2018 /PRNewswire/ -- Zion Oil & Gas, Inc. (NASDAQ: ZN) announces that it is completing the final phase of plugging the Megiddo Jezreel #1 (MJ#1) well in accordance with the wishes of various Israeli government ministries to allow for re-entry for future water monitoring.

Zion Oil & Gas Inc – Zion Oil & Gas Operational Update on Megiddo-Jezreel #1 Well in Israel (November 20th, 2018)

DALLAS and CAESAREA, Israel, November 20, 2018 /PRNewswire/ -- Zion Oil & Gas, Inc. (NASDAQ: ZN) announces that it has completed the testing program of its primary zones located within the Jurassic and Cretaceous-age Formations of the Megiddo-Jezreel #1 (MJ #1) well.

Zion Oil & Gas Inc – [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, October 29, 2019) ZION OIL & GAS, INC. CUSIP 989696 240 WARRANT (August 21st, 2018)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring October 29, 2019 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on October 29, 2018, one Share of the Company at the price of $1.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlem

Zion Oil & Gas Inc – WARRANT AGENT AGREEMENT (August 21st, 2018)

This Warrant Agent Agreement (this “Agreement”) is made effective as of August 21, 2018, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“AST”) and is an amendment to the Warrant Agent Agreement dated August 1, 2014 between the Company and AST, to the November 1, 2016 amendment to the Warrant Agent Agreement, to the May 22, 2017 amendment to the Warrant Agent Agreement, to the October 12, 2017 amendment, to the February 1, 2018 amendment to the Warrant Agent Agreement and to the April 2, 2018 amendment to the Warrant Agreement by the expansion of the Unit option program.

Zion Oil & Gas Inc – Zion Oil & Gas Confirms Active Petroleum System in Megiddo-Jezreel #1 Well In Israel Additional Testing is Needed to Evaluate Reservoir Potential (August 17th, 2018)

DALLAS and CAESAREA, Israel, August 16, 2018 /PRNewswire/ -- Zion Oil & Gas, Inc. (NASDAQ: ZN) announces that it is completing the initial testing program of its primary zones located within the Triassic-age Mohilla Formation of the Megiddo-Jezreel #1 (MJ #1) well.

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, June 29, 2019) ZION OIL & GAS, INC. CUSIP 989696 232 WARRANT (April 2nd, 2018)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring June 29, 2019 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company"). The Warrant entitles the holder thereof to purchase from the Company, commencing on June 29, 2018, one Share of the Company at the price of $3.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in

Zion Oil & Gas Inc – Information Agent Agreement (April 2nd, 2018)

This letter agreement (this “Agreement”) by and between D.F. King & Co., Inc. (“King”), and Zion Oil & Gas, Inc.(the “Company”), sets forth the terms and conditions of the engagement of King by the Company, in connection with the offer (the “Rights Offer”) by the Company to issue Subscription Rights to holders of common stock (the “Holders”). This Agreement shall commence on the date hereof and shall terminate on the completion, expiration or termination of the Rights Offering (the “Term”). Capitalized terms used herein and not defined shall have the definitions ascribed to such terms in the Prospectus.

Zion Oil & Gas Inc – SUBSCRIPTION AGENT AGREEMENT (April 2nd, 2018)

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of March 16, 2018, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Zion Oil & Gas, Inc. (the “Company”).

Zion Oil & Gas Inc – WARRANT AGENT AGREEMENT (April 2nd, 2018)

This Warrant Agent Agreement (this “Agreement”) is made effective as of April 2, 2018, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“AST”) and is an amendment to the Warrant Agent Agreement dated August 1, 2014 between the Company and AST, to the February 2, 2015 amendment to the Warrant Agent Agreement, to the November 1, 2016 amendment to the Warrant Agent Agreement, to the May 22, 2017 amendment to the Warrant Agent Agreement, to the October 12, 2017 amendment to the Warrant Agent Agreement and to the February 1, 2018 amendment to the Warrant Agent Agreement.

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, April 2, 2019) ZION OIL & GAS, INC. CUSIP 989696 224 WARRANT (March 1st, 2018)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring April 2, 2019 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company"). The Warrant entitles the holder thereof to purchase from the Company, commencing on April 2, 2018, one Share of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in

Zion Oil & Gas Inc – WARRANT AGENT AGREEMENT (January 31st, 2018)

This Warrant Agent Agreement (this “Agreement”) is made effective as of February 1, 2018, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“AST”) and is an amendment to the Warrant Agent Agreement dated August 1, 2014 between the Company and AST, to the February 2, 2015 amendment to the Warrant Agent Agreement, to the November 1, 2016 amendment to the Warrant Agent Agreement, to the May 22, 2017 amendment to the Warrant Agent Agreement and to the October 12, 2017 amendment to the Warrant Agent Agreement by the expansion of the Unit option program.

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, ______, 2019) ZION OIL & GAS, INC. CUSIP 989696 ___ WARRANT (January 31st, 2018)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring ___________, 2019 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on January 8, 2018, one Share of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlem

Zion Oil & Gas Inc – Zion Oil & Gas Nears Total Depth in Israel Well (January 31st, 2018)

DALLAS and CAESAREA, Israel – January 31, 2018 – Zion Oil & Gas, Inc. (NASDAQ:ZN) announces that its Megiddo-Jezreel #1 (MJ #1) well is at a current depth of ~4,850 meters (~15,913 feet) and should reach its final total depth (TD) of up to ~5,100 meters (~16,733 feet) in the next few drilling days. Zion also announces the launch of a new $5 per share Unit Program of limited duration during the month of February under its Dividend Reinvestment and Common Stock Purchase Plan (DSPP).

Zion Oil & Gas Inc – AMENDED AND RESTATED BYLAWS OF ZION OIL & GAS, INC. (A Delaware Corporation) [As of December 21, 2017] (December 21st, 2017)

These bylaws (the “Bylaws”) are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”) and the amended and restated certificate of incorporation (“Certificate of Incorporation”) of Zion Oil & Gas, Inc., a Delaware corporation (the “Corporation”). In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the DGCL or the provisions of the Certificate of Incorporation, such provisions of the DGCL or the Certificate of Incorporation, as the case may be, will be controlling.

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, January 8, 2021) ZION OIL & GAS, INC. CUSIP 989696 216 WARRANT (October 12th, 2017)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring January 8, 2021 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company"). The Warrant entitles the holder thereof to purchase from the Company, commencing on January 8, 2018, one Share of the Company at the price of $1.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlemen

Zion Oil & Gas Inc – WARRANT AGENT AGREEMENT (October 12th, 2017)

This Warrant Agent Agreement (this “Agreement”) is made effective as of October 12, 2017, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“AST”) and is an amendment to the Warrant Agent Agreement dated August 1, 2014 between the Company and AST, to the February 2, 2015 amendment to the Warrant Agent Agreement, to the November 1, 2016 amendment to the Warrant Agent Agreement and to May 22, 2017 amendment to the Warrant Agent Agreement by the expansion of the Unit option program.

Zion Oil & Gas Inc – AMENDED AND RESTATED BYLAWS OF ZION OIL & GAS, INC. (A Delaware Corporation) [As of August 10, 2017] (August 10th, 2017)

These bylaws (the “Bylaws”) are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”) and the amended and restated certificate of incorporation (“Certificate of Incorporation”) of Zion Oil & Gas, Inc., a Delaware corporation (the “Corporation”). In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the DGCL or the provisions of the Certificate of Incorporation, such provisions of the DGCL or the Certificate of Incorporation, as the case may be, will be controlling.

Zion Oil & Gas Inc – WARRANT AGENT AGREEMENT (May 22nd, 2017)

This Warrant Agent Agreement (this "Agreement") is made effective as of May 22, 2017, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (”AST") and is an amendment to the Warrant Agreement dated August 1, 2014 between the Company and AST, to the February 2, 2015 amendment to the Warrant Agreement and to the November 1, 2016 amendment to the Warrant Agreement by the expansion of the Unit option program.

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, August 14, 2020) ZION OIL & GAS, INC. CUSIP 989696 190 WARRANT (May 22nd, 2017)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring August 14, 2020 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company"). The Warrant entitles the holder thereof to purchase from the Company, commencing on August 14, 2017, one Share of the Company at the price of $1.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlemen

Zion Oil & Gas Inc – EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of January 1, 2014 B E T W E E N: (March 14th, 2017)
Zion Oil & Gas Inc – ZION OIL & GAS, INC., as Issuer, AND THE BANK OF _________________, ___, as Trustee INDENTURE DATED AS OF ____________________________ DEBT SECURITIES CROSS-REFERENCE TABLE (February 23rd, 2017)

INDENTURE, dated as of _____________, between ZION OIL & GAS, INC., a Delaware corporation (the “Company”), and THE BANK OF ________________, a national banking association, as Trustee.

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, May 1, 2020) ZION OIL & GAS, INC. CUSIP 989696 182 WARRANT (January 30th, 2017)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring May 1, 2020 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company"). The Warrant entitles the holder thereof to purchase from the Company, commencing on May 1, 2017, one Share of the Company at the price of $1.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in Sha

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, March 3, 2020) ZION OIL & GAS, INC. CUSIP 989696 182 WARRANT (November 1st, 2016)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring March 3, 2020 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company"). The Warrant entitles the holder thereof to purchase from the Company, commencing on March 3, 2017, one Share of the Company at the price of $1.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in

Zion Oil & Gas Inc – WARRANT AGENT AGREEMENT (November 1st, 2016)

This Warrant Agent Agreement (this "Agreement") is made effective as of November 1, 2016, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (”AST") and is an amendment to the Warrant Agreement dated August 1, 2014 between the Company and AST and to the February 2, 2015 amendment to the Warrant Agreement by the expansion of the Unit option program.