Exhibit 4.1


  


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, January 31, 2020)


 


ZION OIL & GAS, INC.


 


CUSIP 989696 141


 


WARRANT


 


THIS CERTIFIES THAT, for value received _____________ is the registered
holder of a Warrant or Warrants expiring January 31, 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 January 31, 2015, one
Share of the Company at the price of $2.00 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


 



    	2



    	 



    




 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder in Order
to Exercise Warrants


 


The undersigned Registered Holder irrevocably elects to exercise
_________ Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise
of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 















(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 












































(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and be delivered to






















(PLEASE PRINT OR TYPE NAME AND ADDRESS)





 


















and, if such number of Warrants shall not be all the Warrants evidenced
by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and
delivered to, the Registered Holder at the address stated below:


 


Dated:


  






 






(SIGNATURE)


 


 






(ADDRESS)


  


 



 










 



 


 (TAX IDENTIFICATION
NUMBER)


 


THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND
TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK
STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.


 






    	3



    	 



    

  


ASSIGNMENT


 


To Be Executed by the Registered Holder in Order to Assign Warrants


 


For Value Received,_____________________hereby sell, assign, and
transfer unto


 


 











 





(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 














 














 

















 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and be delivered to


 





















 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 





 
















 


Of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and


 


appoint________________________________Attorney to transfer this
Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


Dated:


 


 






(SIGNATURE)





Notice: The signature to this assignment must correspond with the
name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


 


 


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