Exhibit 4.5


 


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


 


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 Shares of the Company. The Warrant Agreement provides that, upon the occurrence
of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may,
subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per
Share at which Shares may be purchased at the time the Warrant is exercised.


 


This Warrant may expire on the date first above written if it is not exercised
prior to such date by the registered holder pursuant to the terms of the Warrant Agreement.


 


No fraction of a Share will be issued upon any exercise of a Warrant. If,
upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will, upon exercise,
round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.


 


Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder hereof or his/her/its assignee a new Warrant Certificate
covering the number of Shares for which the Warrant has not been exercised.


 


Warrant Certificates, when surrendered at the office or agency of the Warrant
Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.


 


Upon due presentment for registration of transfer of
the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.


 


The Company and the Warrant Agent may deem and treat
the registered holder as the absolute owner of the Warrants represented by this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered
holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 






    	 		 



     


    

 


This Warrant does not entitle the registered holder to any of the rights
of a stockholder of the Company.


 


COUNTERSIGNED:


American Stock Transfer & Trust Company, LLC


 


WARRANT AGENT


BY:


AUTHORIZED OFFICER


 


DATED:


 


(Signature)


CHIEF EXECUTIVE OFFICER


 


(Seal)


 


(Signature)


SECRETARY