Exhibit 10.10


 


		26 Broadway, Suite 1107

        New York, NY 10004

        Telephone: (212) 375-2957

        Facsimile: (2 L2)
        931-9339



 


Confidential


 


January 7, 2017


 


Michael Bannon,Chief Executive
Officer


Drone USA, Inc


One World Trade Center, 85th
Floor


285 Fulton Street


New York, NY 10007-0103


 


		Re:	Financial
                                         Advisory Agreement



 


Dear Michael:


 


Based on our discussions,
we are pleased to confirm the arrangements under which, Ardour Capital Investments LLC, ("Ardour") will be engaged
by Drone USA, Inc. together with its subsidiaries and affiliates ("Drone" or "Company"), to act as
the Company's financial advisor ("Advisor") with respect to providing a potential capital raise and other capital market
opportunities including Mergers and Acquisitions . The term of this agreement shall commence on January 7, 2017 and end on upon
written notification of termination. This agreement may be terminated by the Company any time after the initial 30 day period
.. Any termination shall be made with 30 days prior written notice.


 


		1.	Subject to the satisfactory completion
                                         of due diligence by Advisor, and upon Company's request, Advisor will assist and advise
                                         the Company with respect to its business plan and its corporate strategy and planning,
                                         and will also assist the Company with capital structure analysis. Advisor will assist
                                         and advise the Company on investor presentation preparation and review. Advisor agrees
                                         to arrange and accompany the Company on institutional grade "road shows," with
                                         both current and potential shareholders during the term of engagement. For acting as
                                         the Company's Advisor, the Company will pay Ardour Capital Investments, LLC three (3)
                                         cash retainer fees equal to $10,000 for the first month, $7,500 for the second month
                                         and $5,000 for the third month. The first month retainer is due and payable upon the
                                         signing of this agreement by wire transfer or ACH transfer and each subsequent retainer
                                         shall be due and payable on the monthly anniversary of this agreement.



 


		2.	Upon request. Ardour agrees to
                                         act as Underwriter and/or placement agent for a capital raise for the Company. Upon the
                                         satisfactory completion of due diligence, the preparation of any necessary presentation
                                         materials, and the preparation of any necessary marketing documents (the "Due Diligence
                                         Requirements"), Ardour would, on an exclusive basis, as the placement agent or underwriter
                                         for the Company in connection with a proposed institutional financing transaction.



 




    	Ardour Captial Investment, LLC		 



     


    

 





 


		3.	Advisor
                                         shall receive compensation as follows:



 


		a.	For
                                         acting as the Company's underwriter/placement agent for any equity or equity derivative
                                         offering, Advisor shall receive a cash commission equal to 7% of total dollar amount
                                         raised as cash compensation, payable at closing. In
                                         addition, Ardour would receive a warrant equal to 3% of the total shares issued
                                         in the transaction at an exercise price equal to 110% of the transaction market price.
                                         Ardour shall receive as compensation a Cash Sales Commission of 3% of gross proceeds
                                         received from any straight debt-related transaction.



 


		b.	Upon request Advisor agree to
                                         act as the Company's financial advisor in connection with any merger, acquisition or
                                         divestiture in whole or part of any of the Company's assets or the acquisition of any
                                         target company and or its assets, the Company will pay Advisor a cash success fee equal
                                         to the following;



		1.	5% on the first $10,000,000 of Transaction Value.



		2.	4% on the next $5,000,000 of Transaction Value.



		3.	3% on the next $5,000,000 of Transaction Value.



		4.	2%
                                         on the balance of the total Transaction Value.



 


Total Transaction
Value shall be defined as the total amount of cash and the fair market value of all other consideration paid by the Company to
the target or its equity holders plus any amounts of indebtedness for borrowed money assumed by the Company.


 


		4.	The Company acknowledges that Ardour
                                         makes no commitment whatsoever as to making a market in the Company's securities or to
                                         recommending. Ardour acknowledges that the Company shall have the absolute right in its
                                         sole discretion to determine whether to proceed with any warrant conversion/solicitation
                                         and further, Ardour understands and agrees it is not authorized to commit or create a
                                         binding obligation on behalf of the Company.



 


		5.	The Company agrees that Ardour
                                         has the right to place advertisements in financial and other newspapers and journals
                                         describing its services to the Company hereunder following review and approval by the
                                         Company.



 


		6.	This letter agreement shall be
                                         binding upon and inure to the benefit of each of the parties hereto and their respective
                                         successors, legal representatives and assigns. No provision of this letter agreement
                                         may be amended, modified or waived, except in a writing signed by all of the parties
                                         hereto.



 




    	Ardour Captial Investment, LLC	2	 



     


    

 





 


		7.	Advisor
                                         will act under this agreement as an independent contractor with duties to the Company.
                                         Because Advisor will be acting on the Company's behalf in this capacity, it is Ardour's
                                         practice to receive and give mutual indemnification. A copy of Ardour's standard indemnification
                                         form is attached to this letter agreement, and is incorporated herein. Ardour represents
                                         and warrants to the Company that Ardour is a broker-dealer registered with the Financial
                                         Industry Regulatory Authority, and has all such other licenses or registrations with
                                         such state or foreign governmental or quasi-governmental authorities or agencies as are
                                         required in connection with the performance of this agreement by Ardour.



 


		8.	In
                                         addition to the fees payable hereunder and regardless of whether any transaction or financing
                                         is proposed or consummated, Company shall reimburse Advisor for all reasonable travel
                                         and out-of-pocket expenses incurred by Advisor in connection with the performance of
                                         its services hereunder, including without limitation, hotel, food and associated expenses;
                                         provided, however, expenses over $1000 shall require the prior approval of the
                                         Company. Such expenses shall be submitted by Advisor on a monthly basis, together with
                                         originals of receipts and other documentation in form satisfactory to the Company
                                         supporting all expenditures in excess of $25 and reimbursed by Company upon receipt.
                                         Advisor shaU not retain its own counsel other than at its own expense.



 


		9.	Notwithstanding
                                         the termination of this Agreement through the passage of time or otherwise, if Ardour
                                         introduces the Company to an individual contact during the term of this Agreement and
                                         the Company and that contact enter into a transaction within 12 months immediately following
                                         the termination or expiration of this Agreement, Ardour shall be entitled to receive
                                         the compensation provided in this Agreement.



 


		10.	Any notice or communication permitted
                                         or required hereunder shall be in writing and shall be deemed given upon receipt and
                                         shall be (i) hand-delivered; (ii) sent postage prepaid by registered mail, return receipt
                                         requested, or (iii) sent by confirmed facsimile, to the respective parties as set forth
                                         below, or to such other address as either party may notify the other in writing:



 


	If the
    Company, to:	Michael Bannon, Chief Executive Officer
	 	Drone USA, Inc
	 	One World Trade Center, 85th Floor
	 	285 Fulton
    Street
	 	New York, NY 10007-0103
	 	 
	If to the
    Advisor, to:	Ardour Capital Investments, LLC
	 	26 Broadway,  Suite 1107


 




    	Ardour Captial Investment, LLC	3	 



     


    

 





 


	 	New York, NY 10004

        Attn: Kerry J Dukes, Managing Partner

        Phone: + 1.212.375.2957

        kdukes@ardourcapital .com



 


		11.	This letter agreement shall be
                                         binding upon and inure to the benefit of each of the parties hereto and their respective
                                         successors, legal representatives and permitted assigns. No provision of this letter
                                         agreement may be amended, modified or waived, except in a writing signed by all of the
                                         parties hereto.



 


		12.	If
                                         any portion of this letter agreement shall be held
                                         or made unenforceable or invalid by a statute, rule, regulation, decision of a tribunal
                                         or otherwise, the remainder of this letter agreement shall not be affected thereby and
                                         shall remain in full force and effect, and, to the fullest extent, the provisions of
                                         the letter agreement shall be severable.



 


		13.	This
                                         letter agreement shall be construed in accordance with and governed by the laws of the
                                         State of New York, without giving effect to its conflict of law principles. Each of the
                                         Company and the Advisor agrees that any controversy or claim arising out of or relating
                                         to this letter agreement, or the breach thereof, shall be settled by arbitration administered
                                         by the American Arbitration Association in New York, New York, in accordance with its
                                         Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s)
                                         may be entered in any court having jurisdiction thereof.



 


If
the terms of our engagement as set forth in this letter are satisfactory to you, kindly sign and date the enclosed copy
of this agreement and the indemnification form thereto as Exhibit A and return them to us.


 


	 	Very truly yours,
	 	 
	 	ARDOUR  CAPITAL INVESTMENTS
	 	 	 
	 	By:	/s/ Kerry Dukes
	 	Name: Kerry Dukes
	 	Title:  Managing Director


 


	ACCEPTED AND AGREED TO:	 
	 	 	 
	By:	/s/ Dennis Antoneles	 
	 	 	 
	Name:	Dennis Antoneles	 
	 	 	 
	Title:	CFO	 


 




    	Ardour Captial Investment, LLC	4	 



     


    

 





 


Exhibit A


 


Gentlemen:


 


This letter will confirm
that we have engaged Ardour Capital Investments LLC (Advisor) to advise and assist us in connection with the matters referred
to in our letter agreement dated August 20, 2015 ("Engagement Letter"). In consideration of your agreement to act on
our behalf in connection with such matters, we agree to indemnify and hold harmless you and your affiliates and you and their
respective officers, directors, employees and agents and each other person, if any, controlling you or any of your affiliates
(you and each such other person being an "Indemnified Person") from and against any losses, claims, damages or liabilities
related to, arising out of or in connection with, the engagement (the "Engagement") under the Engagement Letter, and
will reimburse each Indemnified Person for all expenses (including reasonable fees and expenses for one counsel) as they are incurred
in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related
to, arising out of or in connection with the Engagement, whether or not pending or threatened and whether or not any Indemnified
Person is a party. We will not, however, be responsible to any Indemnified Person for any losses, claims, damages or liabilities
(or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or negligence
of such Indemnified Person. We also agree that no Indemnified Person shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to us for or in connection with the Engagement except for any such liability for losses, claims,
damages or liabilities incurred by us that are finally judicially determined to have resulted from the willful misconduct or negligence
of such Indemnified Person.


 


We will not, without your
prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action,
claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is
a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from
any liabilities arising out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, reimbursement
or contribution under this agreement will, without our prior written consent, settle, compromise, consent to the entry of any
judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph.


 




    	Ardour Captial Investment, LLC	5	 



     


    

 





 


If
the indemnification provided for in the first paragraph of this agreement is judicially determined to be unavailable (other
than in accordance with the third sentence of the first paragraph hereof) to an Indemnified Person in respect of any losses, claims,
damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, we shall contribute
to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (and expense
relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to you, on the one hand, and us, on
the other hand, of the Engagement or (ii) if the allocation provided by clause (i) above is not available, in such proportion
as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each
of you and us, as well as any other relevant equitable considerations; provided, however, in no event shall your aggregate contribution
to the amount paid or payable exceed the aggregate amount of fees actually received by you under the Engagement Letter. For the
purposes of this agreement, the relative benefits to us and you of the Engagement shall be deemed to be in the same proportion
as (a) the total value paid or contemplated to be paid or received or contemplated to be received by us, our affiliates and/or
our shareholders, officers and/or directors as the case may be, in the transaction or transactions that are the subject of the
Engagement, whether or not any such transaction is consummated, bears to (b) the fees paid to you in connection with the Transaction.


 


The provisions of this
agreement shall apply to the Engagement and any modification thereof and shall remain in full force and effect regardless of any
termination or the completion of your services under the Engagement Letter.


 


This agreement and the
Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts
executed and to be performed in that state.


 


	 	Very truly—yours;
	 	 	 
	 	By:	/s/ Dennis Antonelos
	 	 	Name: Dennis Antonelos
	 	 	Title: CFO


 


	ACCEPTED  AND  AGREED TO	 
	as of February 7 2017 : Ardour	 
	 	 
	Capital Investments LLC	 
	 	 	 
	By:	/s/ Kerry Dukes	 
	 	Name:  Kerry Dukes	 
	 	Title: Managing Partner	 


 




    	Ardour Captial Investment, LLC	6