0001144204-08-025698 Sample Contracts

AMENDED AND RESTATED UNDERWRITING AGREEMENT
Underwriting Agreement • May 2nd, 2008 • Zion Oil & Gas Inc • Oil & gas field exploration services • New York

Zion Oil & Gas, Inc., a Delaware corporation (the "Company"), proposes to offer and sell through Brockington Securities, Inc., as underwriter (the “Offering” and the "Underwriter," respectively), and other broker-dealers (collectively, the "Selected Dealers") up to 2,500,000 units of the Company's securities (the "Units") for $10.00 per Unit, each Unit consisting of one (1) share of the Company's $.01 par value common stock (the "Shares") and one (1) common stock purchase warrant (the "Warrants") to purchase one (1) share of common stock at an exercise price of $7.00 per share (the "Warrant Shares"). The Units, Shares, Warrants and Warrant Shares are hereinafter collectively referred to as the “Securities.”

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AMENDED AND RESTATED WARRANT AGREEMENT
Amended and Restated Warrant Agreement • May 2nd, 2008 • Zion Oil & Gas Inc • Oil & gas field exploration services • New Jersey

This Warrant Agreement (this "Agreement") is made as of April 30, 2008, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 6510 Abrams Road, Suite 300, Dallas, Texas 75231 (the "Company"), and Registrar and Transfer Company, a New Jersey corporation with offices at 10 Commerce Drive, Cranford, New Jersey 07016 (the "Warrant Agent").

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