Unassociated Document


    Exhibit
      10.1

     

    FORM
      OF SUBSCRIBER CONSENT

    


    Reference
      is made to the current offering (the “Offering”) by Zion Oil & Gas, Inc.
      (“Zion”) of “Units” of Zion’s securities, at $10.00 per Unit. Each Unit consists
      of (i) one share of common stock, par value $.01 per share and (ii) one warrant
      to purchase one share of common stock at a per share exercise price equal to
      $7.00. The undersigned has subscribed for Units pursuant to the Offering and,
      in
      accordance with the signed Subscription Agreement relating to such subscription,
      remitted the subscription amount into an escrow account (the “Escrow Account”)
      maintained at Sterling Trust Company.

    


    The
      Undersigned understands that under the terms of the Offering, Zion cannot issue
      any of the Units until it has received and accepted subscriptions and payment
      for a minimum of 325,000 Units ($3,250,000)
      by October
      11, 2008 (the
      “Minimum Offering Date”). Unless Zion receives the minimum amounts by such date,
      then Zion will be required to refund to the Undersigned the subscription amounts
      with interest.

    


    In
      order
      to assist Zion is raising the minimum amount under the Offering, the Subscriber
      consents to the extension of the Offering dates as described below.

     

    

        By
          its
          signature below, the Undersigned hereby agrees that the amounts it remitted
          to
          the Escrow Account for the purchase of the Units may be maintained in such
          account beyond October 11, 2008 to an extended Minimum Offering Date which
          will
          be the 90 th
          day
          after the effectiveness of the post-effective amendment to the current
          registration statement relating to the Offering that Zion will be required
          to
          file in order to seek an extension of the Offering Period (which may, in
          Zion’s
          discretion, be extended by it for up to an additional 60
          days).


      



        By
          its
          signature below, the Undersigned also agrees that the final date of termination
          of the Offering shall be extended beyond the current termination date of
          January
          9, 2009 to a date which is the earlier
          of (i)
          180 days following the day on which Zion holds its initial closing on the
          amounts in the Escrow Account (which may, in Zion’s sole discretion, be extended
          by it for up to 60 days), (ii) the date on which a total 2,500,000 Units
          have
          been subscribed and accepted, and (iii) such date as announced by Zion
          on no
          less than two trading days prior notice.


       

    

    


    IN
      WITNESS WHEREOF, the Undersigned has executed this representation as of the
      date
      set forth below.

    


    Signature
      of Subscriber ____________________  Signature
      of Co-Subscriber ____________________ 

    


    Printed
      Name ____________________________ Printed
      Name _______________________________

    


    Date
      ___________    Date
      ___________ 

    


    


    If
      the
      undersigned is not a natural person then the person executing this letter on
      behalf of the Undersigned has been duly authorized to execute and deliver
      such.

    


    Signature
      of Authorized Signatory of Subscribing Entity
      ______________________

    


    Printed
      Name of Authorized Signatory ______________________

    


    Title
      of
      Authorized Signatory __________________________

    


    THE
      COMPLETED AND SIGNED FORM SHOULD BE SENT TO ZION:

    


    BY
      FAX TO: 214-221-6510 OR

    


    BY
      EMAIL TO: dallas@zionoil.com 

    


    THE
      COMPLETED AND SIGNED FORM SHOULD THEN BE PUT INTO THE ENCLOSED ENVELOPE AND
      RETURNED TO ZION OIL & GAS, INC.

    


    AS
      SOON AS POSSIBLE, PLEASE