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, ______, 2019)


 


ZION
OIL & GAS, INC.


 


CUSIP
989696 ___


 


WARRANT


 


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 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.


 


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