Exhibit 10.10


 


STATE
OF ISRAEL


 


LICENSE


 


License
No. 428” New Megiddo”


 


Pursuant
to my authority under section 16 of the Petroleum Law 5712-1952


 


This
LICENSE is granted to Zion Oil & Gas Inc. (100%)


 


This
LICENSE is granted over the area described in the First Annex.


 


This
LICENSE is granted – subject to the provisions of the Petroleum Law, 5712-1952, and the regulations issued pursuant thereto,
and to the special conditions detailed in the Second Annex, which is an integral part of this license.


 


Granted
in Jerusalem, on the 17th of Kislev 5781, December 3, 2020


 


Yossi
Wurzburger


(Signature added)


Petroleum Commissioner


 


This
License was registered at the Petroleum Registry on the 17th Kislev 5781, 3 December 2020


 




     


     


    


 


STATE
OF ISRAEL


 


License
No. 428 “New Megiddo”


 


FIRST ANNEX


 


Description
of the Area


 


	Number
    on map	 	X	 	Y	 	Comments
	1	 	226,614	 	729,594	 	 
	2	 	246,249	 	718,970	 	 
	3	 	246,000	 	711,000	 	 
	4	 	244,869	 	711,000	 	 
	5	 	246,002	 	707,000	 	 
	6	 	251,595	 	707,000	 	 
	7	 	251,566	 	699,431	 	To
    point 8 along the Green line
	8	 	243,191	 	702,137	 	 
	9	 	240,189	 	704,361	 	 
	10	 	239,490	 	714,378	 	 
	11	 	236,101	 	715,506	 	 
	12	 	232,185	 	714,068	 	 
	13	 	231,441	 	713,501	 	To
    point 14 along the Green line
	14	 	221,049	 	717,386	 	 
	15	 	217,681	 	721,404	 	 
	16	 	219,463	 	726,571	 	 


 


	●	Total
                                         area is approximately 400,000 dunam (approximately 400 square kilometers), the coordinates
                                         are based on the new Israeli grid.



 


	●	The
                                         area of the license is defined solely by the above stated waypoints. 



 


It
is hereby specified that in the event of a discrepancy between maps submitted by the Licensee and the above description, then
the waypoints prevail.





 


	●	The
                                         issuance of this license shall not make redundant receiving any permit, confirmation
                                         or license from any public body as required by law. In addition, this license shall not
                                         be deemed to make redundant arranging all aspects necessary by law through any public
                                         or private entity.



 





	Granted in Jerusalem	Yossi
    Wurzburger
	 	(Signature added)
	3 December 2020	Petroleum Commissioner


 







     


     


    


 


STATE
OF ISRAEL


 


License
No. 428“New Megiddo” 


 


FIRST ANNEX


 


Area
Description- Continuation


 





 






     


     


    

 


STATE
OF ISRAEL


  


License
No. 428 “New Megiddo”


 


SECOND ANNEX


 


SPECIAL
CONDITIONS


 


This
license is granted for the period of 3 December 2020 until 2 May 2021. During the license period the Licensee shall carry out
the work program as follows:


 


	 

        No.
	 	 

        ACTIVITY
        DESCRIPTION
	 	PROJECTED
    TO BE CARRIED OUT BY:
	1	 	Spud
    Megiddo 2	 	

        10
December 2020

	2	 	Complete
    drilling and transfer all material and data regarding the drilling and the field pursuant to the Commissioner guidelines	 	30
    April 2021


 


1.
Interpretation





 


1.1 Words
and phrases defined in the Petroleum Law, 5712- 1952(hereinafter: the Law) or in the Petroleum Regulations, 5713-1953
hereinafter: (“Petroleum Regulations” or “Regulations”) or the Petroleum Regulations
Permission to deviate from the provisions of the Planning and Building Law
5772-2012 (hereinafter:” Permission to deviate from the provisions of the Planning and Building Law
Regulations” (Petroleum Regulations and Regulations for Permission to Deviate from the Provisions of the Planning
and Building Law Regulations shall be termed together hereinafter “the Regulations”), or the Natural Gas
Economy Law 5762-2002 ( hereinafter “Natural Gas Law” ) , shall have the meaning given to them in the Law
or in the Petroleum Regulations or in the Natural Gas law, as the case may be, unless expressly stated otherwise or if
implied from the written language or from its .context in another sense.


 


1.2 For
the avoidance of doubt, “Licensee” means any of the licensees listed above, jointly and severally, including their substitutes
approved by law. The obligations imposed on the licensee in the license will apply to each of the license recipients, or their
said substitutes.


 






     


     


    

 


2.
License Period


 


2.1 The
license period is the period of 6 months as specified in the second appendix to this license, (respectively “The Second Addendum”,
“The Original Period).


 


2.2 The
license period can be extended for only one additional period of an additional 6 months subject to the compliance of provisions
of the law, regulations and all the following conditions:


 


2.2.1 The
licensee shall carry out with due diligence in the Original Period the work plan set forth in the Second Schedule in accordance
with the schedule in the Second Schedule, or as extended by the approval of the Commissioner.


 


2.2.2 The
licensee drilled one exploratory well and undertook a work plan which will be approved by the Commissioner.


 


2.2.3 Application
for extension of the license period for the additional period after the end of the Original Period if the Licensee has not had
a discovery in the area of the license, shall be submitted at least one month prior to the end of the Original Period, and will
include the details required by the Law and Petroleum Regulations, including details regarding the technical and financial capacity
of the licensee to meet the proposed work plan.


 


2.3
Notwithstanding the provisions of section 2.2
of this license, if the licensee has a discovery in the area of the license, the license period may be extended for a period of
up to two years, in accordance with the provisions of section 18 (b) (2) of the Law.


 


14.
Guarantees


 


14.1 Condition
precedent for grant of the license is that the Licensee submit an autonomous irrevocable unconditional bank guarantee of $500,000
US Dollars as set forth in the attached appendix (hereinafter” the Guarantee”).