Exhibit 4.1


 


 


 


 


 



 


 


ZION OIL & GAS, INC.


 


as Issuer


 


AND


 


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


 


as Trustee


 


AMENDMENT NO. 1 to SUPPLEMENTAL INDENTURE


 


Dated as of June 22, 2016


 


$12,000,000 Maximum


 


$2,500,000 Minimum


 


12% Convertible Senior Note due 2028


 


 





 








 


 


 


 


 



    


     

    

 


AMENDMENT No. 1 to the SUPPLEMENTAL
INDENTURE, dated as of June 22, 2016, between Zion Oil & Gas, Inc., a Delaware corporation (the “Company”), and
American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”) under the Indenture and the Supplemental
Indenture, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof,
the “Original Indenture” and “Supplemental Indenture”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Board of Directors
has duly adopted resolutions authorizing the Company to amend the Supplemental Indenture, dated May 31, 2016;


 


WHEREAS, the Company desires to
change to September 1, 2016 the final offering date (if not extended) of its “12% Convertible Senior Notes due 2028”
(the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth
as provided in the Original Indenture, the Supplemental Indenture and this Amendment No. 1 to the Supplemental Indenture;


 


WHEREAS, the Form of Note, the
certificate of authentication to be borne by each Note and the Form of Notice of Conversion, Form of Fundamental Change Purchase
Notice and Form of Assignment and Transfer contemplated under the terms of the Notes are to be substantially in the forms hereinafter
provided and with dates extended as provided in this Amendment; and


 


WHEREAS, the Company has requested
that the Trustee execute and deliver this Amendment to the Supplemental Indenture, and all requirements necessary to make (i)
this Amendment to the Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed
by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and
the execution and delivery of this Amendment No. 1 and the Supplemental Indenture have been duly authorized in all respects.


 


NOW, THEREFORE, THIS AMENDMENT
NO. 1 TO THE SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the
Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders
of the Notes, as follows:


 


This Amendment No. 1 to the Supplemental
Indenture amends the Supplemental Indenture dated May 31, 2016 (“Original Supplement Indenture”). This Amendment No.
1 to the Supplemental Indenture should be read in conjunction with the base Indenture effective March 27, 2014. This Amendment
No. 1 is incorporated by reference into the Original Supplemental Indenture. This Amendment No. 1 is not complete without except
in connection with, the Supplemental Indenture, including any amendments or supplements thereto.


 






    	 	2	 



     

    

 


Change of Closing Date, Maturity Date and Interest
Payment Date


 


The Company desires to change
the final offering date (if not extended) of the senior convertible bonds to September 1, 2016. Accordingly, the beginning interest
accrual date of the senior convertible bonds is changed from September 1, 2016 to October 2, 2016. The maturity date of the convertible
bonds is changed from September 1, 2028 to October 2, 2028. The bonds will bear interest from the new date of October 2, 2016,
and payable on October 2nd of each year, beginning on October 2, 2017. The “regular record date” for interest
payments shall continue to be 10 business days prior to the payment date. The convertible bonds continue to be redeemable at any
time after the third anniversary of their issuance date. The convertible bonds continue to be convertible at any time prior to
the close of business on the business day immediately prior to the 30 day period preceding the maturity date.


 


Accordingly, all references in
the Supplemental Indenture, and all Exhibits thereto, are hereby amended as described above. Except for the substitution of the
changed dates above, all other features, conditions and terms of the Supplemental Indenture remain unchanged.


 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to the Supplemental Indenture, dated May 31, 2016, to be duly executed as of the day and year
first above written.


 


	 	ZION OIL & GAS, INC.
	 	 	 	 
	 	By:	/s/ Martin M. van Brauman
	 	 	Name:	Martin M. van Brauman
	 	 	Title:	Senior Vice President, Treasurer and
	 	 	 	Corporate Secretary, Director


 


	 	AMERICAN STOCK TRANSFER & TRUST

COMPANY, LLC, as Trustee
	 	 	 	 
	 	By:	/s/ Paul Kim
	 	 	Name:  	Paul Kim
	 	 	Title:  	Assistant General Counsel  


 


 


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