EXHIBIT
4.2

    


    FORM
OF NON-TRANSFERABLE SUBSCRIPTION CERTIFICATE

       

    For use
by Zion acting as Subscription Agent

     

    ZION
OIL & GAS, INC.

     

    NON-TRANSFERABLE
SUBSCRIPTION CERTIFICATE FOR RIGHTS OFFERING

     

    FOR
HOLDERS OF RECORD ON SEPTEMBER 28, 2010

     

    ZION OIL
& GAS, INC. (the “Company”) is conducting a rights offering (the “Rights
Offering”) that entitles the holders of the Company’s common stock, $0.01 par
value per share (the “Common Stock”), as of the close of business on September 28, 2010 (the
“Record Date”), to receive 0.18 of a subscription right (each, a “Right”) for
each share of Common Stock held of record on the Record Date (i.e., EIGHTEEN subscription rights
for each ONE HUNDRED
shares). Each whole Right entitles the holder to subscribe for and purchase one
(1) unit (each a “Unit”) of the Company’s securities, with each Unit consisting
of (i) one (1) share of  the Company’s common stock, par value $0.01
per share (the “Common Stock”), and (ii) one (1) warrant to purchase an
additional share of the Company’s Common Stock at an exercise price of $4.00 per
share (each a “Warrant” and collectively the “Warrants”; the “Basic Subscription
Right”). Each Unit may be purchased at a per Unit subscription price of $5.00.
The Warrant is exercisable for a two (2) year period beginning on the closing
date after the expiration of the Rights Offering.

     

    Set forth
above is the number of shares of Units to which the holder whose name and
address is set forth above is entitled to subscribe pursuant to the Basic
Subscription Right. If you exercise your rights in full, you may also exercise
an over-subscription right (the “Over-Subscription Right”) to purchase
additional Units that remain unsubscribed at the expiration of the Rights
Offering, subject to availability and allocation of Units among persons
exercising this Over-Subscription Right. If there is a change of address and you
wish to subscribe, please note the new address on Form 2.  Your
records will be updated with the new information.

    


    No
fractional subscription rights or fractional Units will be issued in this
offering. Instead, the number of subscription rights will be rounded down to the
next lowest whole number.

     

    For
a more complete description of the terms and conditions of the Rights Offering,
please refer to the Company’s Supplemental Prospectus dated September 29, 2010
(the “Prospectus”), which is incorporated herein by reference. Copies of the
prospectus are available upon request from the Dallas office, by phone at
1-888-891-9466 or 214-221-4610 or by e-mail at dallas@zionoil.com.

     

    This
subscription certificate (the “Rights Certificate”) must be received by us with
payment in full by 5:00 p.m., Eastern Standard time, on November 15,
2010 (unless extended in the sole discretion of the Company) (as it may be
extended, the “Expiration Date”). Any Rights not exercised prior to the
Expiration Date will be null and void. Any subscription for Units in the Rights
Offering made hereby is irrevocable.

     

    The
Rights represented by this Rights Certificate may be exercised by duly
completing Form 1. Rights holders are advised to review the Prospectus
before determining whether to exercise their Rights. In addition, if
certificates representing the shares of Common Stock included in the Unit and
the Warrant instruments are to be issued in a name other than the registered
holder or are to be sent to an address other than that shown above, also
complete Form 2.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    SUBSCRIPTION
PRICE: $5.00 PER UNIT

     

    The
registered owner whose name is inscribed hereon is entitled to subscribe for
Units upon the terms and subject to the conditions set forth in the Prospectus
and instructions relating to the use hereof.

     

    Except in
limited circumstances described in the Prospectus, only you may exercise your
Rights.

     

    Rights holders should be aware that
if they choose to exercise only part of their Rights, they may not receive a new
Rights Certificate in sufficient time to exercise the remaining Rights evidenced
thereby.       
     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


     FORM 1

     

    EXERCISE AND SUBSCRIPTION:
 The undersigned hereby irrevocably exercises one or more Rights to
subscribe for Units  as indicated below, on the terms and subject to
the conditions specified in the Prospectus, receipt of which is hereby
acknowledged.

     

    Basic
Subscription Rights:

    


    
      
        
          
            
              	
                       I
      subscribe for   

                    	 
        	
                      Units
      at $5.00 each = $

                    	 
        	 
      
	 
      	
                      (no.
      of Units subscribed for)

                    	
                      (subscription
      price)

                    	 
      


            

          

        

      

    

     

    Over-Subscription
Rights:

     

    IF YOU
HAVE SUBSCRIBED FOR YOUR BASIC SUBSCRIPTION RIGHT AND WISH TO PURCHASE
ADDITIONAL UNITS PURSUANT TO THE OVER-SUBSCRIPTION RIGHT (TO THE EXTENT
AVAILABLE):

     

    
      
        
          
            
              	
                       I wish to subscribe for   

                    	 
        	
                      Units
      at $5.00 each = $

                    	 
        	 
      
	 
      	
                      (no.
      of Units subscribed for)

                    	
                      (subscription
      price)

                    	 
      


            

          

        

      

    

    


    
      
        
          	
                  Total
      Amount Enclosed = $

                	 
        	
                  *

                


        

      

    

     

    
      	
              I.

            	
              METHOD
      OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX
  (ES)):

            


    

     

    
      	 
      	
               ̈

            	
              Check,
      bank draft, or money order payable to “Zion Oil & Gas”
      or

            


    

     

     ̈ Wire transfer directed
to the account maintained by us (contact Zion for wire
instructions).

     

    If the
Rights being executed pursuant to the Basic Subscription Rights do not account
for all of the Rights represented by the Rights Certificate (check only
one):

     

     ̈
   Deliver to the undersigned a new Rights Certificate evidencing
the remaining Rights to which the undersigned is entitled.

    


     ̈    Do not
deliver any new Rights Certificate to me.

    


     ̈    Check
here if Rights are being exercised pursuant to the Notice of Guaranteed Delivery
delivered to Zion prior to the date hereof and complete the
following:

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name(s) of
      Registered Holder(s)

                              	
                                 
         

                              
	
                                Window
      Ticket Number (if any)

                              	
                                 
        

                              
	
                                Date
      of Execution of Notice of Guaranteed Delivery

                              	
                                 
         

                              
	
                                Name
      of Institution Which Guaranteed Delivery

                              	
                                 
         

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    * If the
aggregate Subscription Price enclosed or transmitted is insufficient to purchase
the total number of Units indicated in the “Total” line above, or if the number
of Units being subscribed for is not specified, the Rights holder exercising
this Rights Certificate shall be deemed to have subscribed for the maximum
amount of Units that could be subscribed for upon payment of such amount. If the
aggregate Subscription Price paid by you exceeds the amount necessary to
purchase the number of Units  for which you have indicated an
intention to subscribe (such excess being the “Subscription Excess”), then you
will be deemed to have exercised the Over-Subscription Rights to the full extent
of the excess payment tendered, to purchase, to the extent available, that
number of whole Units equal to the quotient obtained by dividing the
Subscription Excess by the Subscription Price. To the extent any portion of the
aggregate Subscription Price enclosed or transmitted remains after the foregoing
procedures, such funds shall be mailed to the subscriber without interest or
deduction as soon as practicable.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ACKNOWLEDGMENT—THE
SUBSCRIPTION ORDER FORM IS NOT VALID UNLESS YOU
SIGN  BELOW

     

    I/We
acknowledge receipt of the Prospectus and the terms set forth herein and
understand that after delivery to the Company we may not modify or revoke this
Subscription Certificate. Under penalties of perjury, I/we certify that the
information contained herein, including the social security number or taxpayer
identification number given above, is correct.

     

    The
signature below must correspond with the name of the registered holder exactly
as it appears on the books of the Company’s transfer agent without any
alteration or change whatsoever.

    


    
      
        
          
            
              	
                       Signature(s) of
      Registered Holder:

                    	 
        	 
      	
                      Date:

                    	 
        


            

          

        

      

    

     

    If
signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another
acting in a fiduciary or representative capacity, please provide the following
information (please print).

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   Name:

                                	 
        	
                                   Capacity:

                                	 
        	
                                  Soc.
      Sec. #/Tax ID #:

                                	 
        
	
                                  Address:

                                	 
        	 
      	
                                  Phone:

                                	 
       



                        

                      

                    

                  

                

              

            

          

        

      

    

     

    The
Rights are not transferable in any way, except to affiliates of the recipient
and except by operation of law.

    


    Evidence
satisfactory to the Company that any such permitted transfer is proper must be
delivered to Zion Oil & Gas prior to the Expiration Date by mail, by hand or
by overnight courier to 6510 Abrams Rd., Suite 300, Dallas, TX
75231.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    FORM 2

     

    SPECIAL
ISSUANCE OR DELIVERY INSTRUCTIONS

    


    (a)  
To be completed ONLY if the certificate representing the Common Stock included
in the Unit and/or the instrument representing the Warrant(s) included in the
Unit is/are to be issued in a name other than that of the registered holder.
DO NOT FORGET TO COMPLETE THE
MEDALLION GUARANTEE OF SIGNATURE(S) SECTION BELOW.

    


    
      
        
          
            
              
                
                  	
                          Issue
      Shares to:

                        	 
        	 
      	
                          Soc.
      Sec. #/Tax ID #:

                        	 
        
	
                          Address:

                        	 
       



                

              

            

          

        

      

    

     

    (b)  
To be completed ONLY if the certificate representing the Common Stock included
in the Unit and/or the instrument representing the Warrant(s) included in the
Unit is/are to be sent to an address other than that shown above. See the
Instructions. DO NOT FORGET TO
COMPLETE THE MEDALLION GUARANTEE OF
SIGNATURE(S) SECTION BELOW.

    


    
      
        
          
            
              	
                      Name:

                    	 
        
	
                      Address:

                    	 
        


            

          

        

      

    

    


    MEDALLION
GUARANTEE OF SIGNATURES

     

    All
Rights Holders who specify special issuance or delivery instructions must have
their signatures guaranteed by an Eligible Institution, as defined in
Rule 17Ad-15 of the Securities Exchange Act of 1934, as
amended.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                             
         

                                          	 
      	
                                             
        

                                          
	
                                             Name
      of Firm

                                          	 
      	
                                            Authorized
      Signature

                                          
	
                                             
         

                                          	 
      	
                                             
         

                                          
	
                                            Address

                                          	 
      	
                                            Name

                                          
	
                                             
         

                                          	 
      	
                                             
         

                                          
	
                                            City,
      State, Zip Code

                                          	 
      	
                                            Title

                                          
	
                                             
         

                                          	 
      	 
      
	
                                            Area
      Code and Telephone Number

                                          	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    YOU
MUST HAVE YOUR SIGNATURE MEDALLION GUARANTEED IF YOU WISH TO HAVE YOUR SHARES
DELIVERED TO AN ADDRESS OTHER THAN YOUR OWN OR TO A SHAREHOLDER OTHER THAN
YOURSELF.