EXHIBIT
4.3

       

      WARRANT
AGREEMENT

       

      This
Warrant Agreement (this "Agreement") is made as of September 28, 2010, 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"). 

      


      WHEREAS,
the Company is conducting a rights offering to holders of its common stock, par
value $0.01 per share (the Common Stock”), as of close of business on September
28, 2010 (the “Rights Offering”) pursuant to which the Company is distributing,
at no cost, non-transferable subscription rights to purchase units (each a
“Unit” and collectively the “Units”) of its securities to persons who owned
shares of its Common Stock on September 28, 2010, with each Unit consisting of
(i) one (1) share of  the Company’s 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”);  Each Unit may be purchased at a per Unit subscription
price of $5.00; and

      


      WHEREAS, The Warrant is exercisable for
a two (2) year period beginning on the closing date after the expiration of the
rights offering; and

      


      WHEREAS,
on January 28, 2010, the Company filed a registration statement on Form S-3 with
the Securities and Exchange Commission with respect to a shelf offering (the
“Registration Statement”), which was subsequently amended on March 26, 2010 and
declared effective on April 16, 2010; and

      


      WHEREAS,
the Company intends to utilize the Registration Statement to facilitate the
trading of the shares of Common Stock included in the Units and the shares of
Common Stock underlying the Warrants that are included in the Units as well as
the Warrants; and

      


      WHEREAS,
following the closing of the offering, the shares of Common Stock included in
the Units and the shares of Common Stock underlying the Warrants, will be listed
on the NASDAQ Global Market under the symbol ZN; the Company has filed an
application to list the Warrants on the NASDAQ Global Market and, if the
application is accepted, the symbol “ZN WAZ” has been reserved to designate the
Warrants; the Units will not be listed for trading nor will they otherwise be
tradable; and

      


      WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;
and

       

      WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants; and

       

      WHEREAS,
all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal
obligations of the Company, and to authorize the execution and delivery of this
Agreement.

       

      NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

       

      1.  
Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for
the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.

         

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

       

      2.  
Warrants.

       

      2.1
  Form of
Warrant. Each Warrant shall be issued in registered form only. The
Warrants shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein, and shall be signed by, or bear the
facsimile signature of, the Chief Executive Officer or President and Chief
Financial Officer of the Company and shall bear a facsimile of the Company's
seal. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.

       

      2.2
  Effect of
Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may
not be exercised by the holder thereof.

       

      2.3
  Registration.

       

      2.3.1
  Warrant
Register. The Warrant Agent shall maintain books ("Warrant Register") for
the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof
in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company.

       

      2.3.2
  Registered
Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in
whose name such Warrant shall be registered upon the Warrant Register
("registered holder"), as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.

       

      3.  
Terms and Exercise of
Warrants.

       

      3.1
  Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the registered holder thereof, subject to the provisions of such Warrant
and this Warrant Agreement, to purchase from the Company the number of shares of
Common Stock stated therein, at the price of $4.00, subject to the adjustments
provided in this Section 3.1 and Section 4 hereof. The term "Warrant Price" as
used in this Warrant Agreement refers to the price per share at which Common
Stock may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Warrant Price at any time prior to the Expiration
Date for a period of not less than ten business days, provided that any such
reduction shall be identical among all of the Warrants.

       

      3.2
  Duration of
Warrants. A Warrant may be exercised only during the period commencing on
the closing date of the Rights Offering and terminating at 5:00 p.m., Eastern
Standard time on the second anniversary thereof. Notwithstanding the foregoing,
no Warrant shall be exercisable unless, at the time of exercise, a registration
statement relating to the Common Stock issuable upon the exercise of such
Warrant is effective and current and a prospectus is available for use by the
holders thereof and the Common Stock has been qualified or deemed to be exempt
under the securities laws of the state of residence of the holder of such
Warrants. The period during which a Warrant may be exercised shall be deemed the
"Exercise Period" and the termination of such Exercise Period shall be deemed
the "Expiration Date." Each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the
Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date; provided, however, the Company
will provide notice to registered holders of the Warrants of such extension of
not less than 20 days and, further provided that any such extension shall be
identical in duration among all of the Warrants.

       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      3.3
  Exercise of
Warrants.

       

      3.3.1
  Payment.
Subject to the provisions of the Warrants and this Warrant Agreement, a Warrant,
when countersigned by the Warrant Agent, may be exercised by the registered
holder thereof by surrendering it at the office of the Warrant Agent, or at the
office of its successor as Warrant Agent, in Cranford, New Jersey, with the
subscription form, as set forth in the Warrant, duly executed by paying in
full, in lawful money of the United States, check or good bank draft payable to
the order of the Company, the Warrant Price for each full share of Common Stock
as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, the exchange of the Warrant for the
Common Stock and the issuance of the Common Stock.

       

      3.3.2
  Issuance of
Certificates. As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Warrant Price, the Company
shall issue to the registered holder of such Warrant a certificate or
certificates for the number of full shares of Common Stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant unless
(i) a registration statement under the Act with respect to the Common Stock
issuable upon such exercise is effective, or (ii) in the opinion of counsel to
the Company, the exercise of the Warrants is exempt from the registration
requirements of the Act and such securities are qualified for sale or exempt
from qualification under applicable securities laws of the states or other
jurisdictions in which the registered holders reside. Warrants may not be
exercised by, or securities issued to, any registered holder in any state in
which such exercise or issuance would be unlawful. In no event will the Company
be required to provide the registered holder of a warrant with a net-cash
settlement or other consideration in lieu of physical settlement in shares of
Common Stock, regardless of whether the Common Stock underlying the
Warrants is registered pursuant to an effective registration
statement.

       

      3.3.3
  Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a
Warrant in conformity with this Agreement shall be validly issued, fully paid
and nonassessable.

       

      3.3.4
  Date of
Issuance. Each person in whose name any such certificate for shares of
Common Stock is issued shall for all purposes be deemed to have become the
holder of record of such shares on the date on which the Warrant was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery
of such certificate, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the stock transfer books are
open.

       

      4.  
Adjustments
..

       

      4.1
  Stock Dividends
Split Ups. If after the date hereof, and subject to the provisions of
Section 4.6 below, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, or by a split up of
shares of Common Stock, or other similar event, then, on the effective date of
such stock dividend, split up or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased in proportion to
such increase in outstanding shares of Common Stock.

       

      4.2
  Aggregation of
Shares. If after the date hereof, and subject to the provisions of
Section 4.6, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of
Common Stock or other similar event, then, on the effective date of such
consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares of
Common Stock.

         

      4.3
  Adjustments in
Exercise Price. Whenever the number of shares of Common Stock purchasable
upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      4.4
  Replacement of
Securities upon Reorganization, etc. In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value of
such shares of Common Stock), or in the case of any merger or consolidation of
the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Warrant holders shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised
his, her or its Warrant(s) immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 4.1 or 4.2, then such adjustment shall be made pursuant to
Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section
4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.

       

      4.5
  Notices of
Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable on exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company
shall give written notice to the Warrant holder, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

       

      4.6
  No Fractional
Shares. Notwithstanding any provision contained in this Warrant Agreement
to the contrary, the Company shall not issue fractional shares upon exercise of
Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to
receive a fractional interest in a share, the Company shall, upon such exercise,
round up to the nearest whole number the number of the shares of Common Stock to
be issued to the Warrant holder.

       

      4.7
  Form of
Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in
the Warrants initially issued pursuant to this Agreement. However, the Company
may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.

         

      5.  
Transfer and Exchange
of Warrants.

       

      5.1
  Registration of
Transfer. The Warrant Agent shall register the transfer, from time to
time, of any outstanding Warrant upon the Warrant Register, upon surrender of
such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. The
Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request.

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

       

      5.2
  Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the
registered holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, in the event a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not
cancel such Warrant and issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating such
transfer may be made and indicating whether the new Warrants must also bear a
restrictive legend.

       

      5.3
  Fractional
Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.

       

      5.4
  Service
Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.

       

      5.5
  Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and deliver, in accordance with the terms of this Agreement, the
Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, will supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such
purpose.

       

      6.  
Other Provisions
Relating to Rights of Holders of Warrants.

       

      6.1
  No Rights as
Stockholder. A Warrant does not entitle the registered holder thereof to
any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of directors of the
Company or any other matter.

       

      6.2
  Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as
to indemnity or otherwise as they may in their discretion impose (which shall,
in the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by
anyone.

       

      6.3
  Reservation of
Common Stock. The Company shall at all times reserve and keep available a
number of its authorized but unissued shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Warrant Agreement.

         

      7.  
Concerning the Warrant
Agent and Other Matters.

       

      7.1
  Payment of
Taxes. The Company will from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of
the issuance or delivery of shares of Common Stock upon the exercise of
Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

       

      7.2
  Resignation,
Consolidation, or Merger of Warrant Agent.

       

      7.2.1
  Appointment of
Successor Warrant Agent. The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days' notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a
successor Warrant Agent in place of the Warrant Agent. If the Company shall fail
to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the
holder of the Warrant (who shall, with such notice, submit his Warrant for
inspection by the Company), then the holder of any Warrant may apply to a court
of competent jurisdiction for the appointment of a successor Warrant Agent. Any
successor Warrant Agent, whether appointed by the Company or by such court,
shall be authorized to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.

       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      7.2.2
  Notice of
Successor Warrant Agent. In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.

       

      7.2.3
  Merger or
Consolidation of Warrant Agent. Any corporation into which the Warrant
Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a
party shall be the successor Warrant Agent under this Warrant Agreement without
any further act.

       

      7.3
  Fees and
Expenses of Warrant Agent.

       

      7.3.1
  Remuneration. The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder as set forth on Exhibit B hereto, and will
reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties
hereunder.

       

      7.3.2
  Further
Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be
required by the Warrant Agent for the carrying out or performing of the
provisions of this Warrant Agreement.

       

      7.4
  Liability of
Warrant Agent.

       

      7.4.1
  Reliance on
Company Statement. Whenever in the performance of its duties under this
Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, Executive
Vice President, Secretary or Assistant Secretary of the Company and delivered to
the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Warrant
Agreement.

        

      7.4.2
  Indemnity. The
Warrant Agent shall be liable hereunder only for its own negligence, willful
misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Warrant Agreement except as a result of the Warrant
Agent's negligence, willful misconduct, or bad faith.

       

      7.4.3
  Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this
Warrant Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Warrant
Agreement or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this Warrant
Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

       

      7.5
  Acceptance of
Agency. The Warrant Agent hereby accepts the agency established by this
Warrant Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company
with respect to Warrants exercised and concurrently account for, and pay to the
Company, all moneys received by the Warrant Agent for the purchase of shares of
the Company's Common Stock through the exercise of Warrants.

       

      7.6
  Waiver.
The Warrant Agent hereby waives any and all right, title, interest or claim of
any kind ("Claim") in or to any distribution of any account in which funds
related to the purchase or exercise of the Warrants are held, and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim
against any such account for any reason whatsoever.

       

      8.  
Miscellaneous
Provisions.

       

      8.1
  Successors. All the
covenants and provisions of this Warrant Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.

       

      8.2
  Notices.
Any notice or other communication required or which may be given hereunder shall
be in writing and either be delivered personally or by private national courier
service, or be mailed, certified or registered mail, return receipt requested,
postage prepaid, and shall be deemed given when so delivered personally or, if
sent by private national courier service, on the next business day after
delivery to the courier, or, if mailed, two business days after the date of
mailing, as follows:

       

      Zion Oil
& Gas, Inc.

      6510
Abrams Road, Suite 300

      Dallas,
Texas 75231

      Attn:
 Chief Executive Officer

       

      Any
notice, statement or demand authorized by this Warrant Agreement to be given or
made by the holder of any Warrant or by the Company to or on the Warrant Agent
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:

         

      Registrar
and Transfer Company

      10
Commerce Drive

      Cranford,
New Jersey 07016

      Attn:
Account Executive

       

      8.3
  Applicable
Law. The validity, interpretation, and performance of this Warrant
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New Jersey, without giving effect to conflict of laws. Each party
hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Warrant Agreement shall be brought and enforced in
the appropriate state or federal courts in the State of New Jersey, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
Each party hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.

       

      8.4
  Persons Having
Rights under this Warrant Agreement. Nothing in this Warrant Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the registered holders of the
Warrants, any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors and assigns and of the registered
holders of the Warrants. 

       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      
 

      8.5
  Examination of
the Warrant Agreement. A copy of this Warrant Agreement shall be
available at all reasonable times at the office of the Warrant Agent for
inspection by the registered holder of any Warrant. The Warrant Agent may
require any such holder to submit his Warrant for inspection by it.

       

      8.6
  Counterparts. This
Warrant Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

       

      8.7
  Effect of
Headings. The Section headings herein are for convenience only and are
not part of this Warrant Agreement and shall not affect the interpretation
thereof.

       

      8.8
  Amendments. This
Warrant Agreement may be amended by the parties hereto without the consent of
any registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising
under this Warrant Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the registered
holders. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the
written consent of a majority of the then outstanding Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period in accordance with Sections 3.1 and 3.2, respectively,
without such consent.

       

      8.9
  Severability. This
Warrant Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Warrant Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this
Warrant Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and
enforceable.

       

      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
hereto as of the day and year first above written.

      


      
        
          
            	
                    ZION
      OIL & GAS, INC.

                  
	 
      
	
                    By:

                  	
                    /s/
      Richard Rinberg

                  	 
      
	 
      
	
                    Name:
      Richard Rinberg

                  
	
                    Title:  Chief
      Executive Officer

                  
	 
      
	
                    REGISTRAR
      AND TRANSFER COMPANY

                  
	 
      
	
                    By:

                  	
                    /s/
      Nicola Giancaspro

                  	 
      
	 
      
	
                    Name:
      Nicola Giancaspro

                  
	
                    Title:  Vice
      President