0001213900-16-014457 Sample Contracts

NETWORK 1 FINANCIAL
Placement Agent Agreement • June 23rd, 2016 • Zion Oil & Gas Inc • Oil & gas field exploration services • New Jersey

This Placement Agent Agreement (the “Agreement”) is effective for the period beginning April 5, 2016 and ending on the 1st day of September 2016, unless otherwise extended by the mutual agreement of the parties hereto (the “Engagement Period”), and is entered into by and between Network 1 Financial Securities, Inc., a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) (Network 1 Financial Securities, Inc. is hereinafter referred to individually and, as the context requires, collectively with other broker-dealers that are registered with the U.S. Securities and Exchange Commission (“SEC”) and members of FINRA that are selected by Network 1 Financial Securities, Inc. to participate in the offering set forth herein, as the “Agent”), and Zion Oil & Gas, Inc. (the “Company”), a publicly traded corporation formed under the laws of the State of Delaware, in connection with the proposed public offering (the “Offering”), on a “best efforts” basis,

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ZION OIL & GAS, INC. as Issuer AND
Supplemental Indenture • June 23rd, 2016 • Zion Oil & Gas Inc • Oil & gas field exploration services

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”).

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