Exhibit 10.10

Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

LICENSE AGREEMENT No. 15/08/2024-2

Kyiv — 15 August 2024

Limited Liability Company “Autonomous Robotic Systems” (hereinafter, the “Licensor”), represented by Director Serhii Olehovych Kupriienko, acting on the basis of the Charter, on the one part, and Limited Liability Company “Smart Machinery Solutions” (hereinafter, the “Licensee”), represented by Director [***], acting on the basis of the Charter, on the other part (hereinafter together, the “Parties,” and each separately, a “Party”), have entered into this License Agreement No. 15/08/2024-2 dated 15 August 2024 (the “Agreement”) as follows.

1. SUBJECT OF THE AGREEMENT

Under this Agreement, the Licensor grants the Licensee licenses to software, in the scope defined by this Agreement and its appendices and for the term specified herein and in its appendices (the “Rights”), and the Licensee receives the Rights and undertakes to pay the Licensor a license (lump-sum) fee as set out herein.

The Rights granted allow use of the software in any manner not prohibited by law and by this Agreement, at the Licensee’s discretion. The Licensor grants the Licensee licenses to the software in the quantities specified in the Acceptance–Transfer Act.

The software will be used for the manufacture of special-purpose equipment—unmanned aerial systems [***] which are manufactured and supplied by the Licensee to [***] under Agreement [***].

2. LICENSING TERMS

Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

The Licensee has the right to:

The Licensee shall:

The Licensor has the right to:

The Licensor shall:

Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

a. Software functionality errors:

b. Cloud infrastructure errors:

The term “error” above refers to cases where the system clearly does not operate as intended and adversely affects the user. It does not cover cases where the user or Client wishes the system to behave differently while the current behavior is within planned design and release notes.

Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

4. PROCEDURE FOR TRANSFER AND ACCEPTANCE OF THE SOFTWARE AND THE RIGHTS THERETO

Within 70 (seventy) calendar days from the effective date of this Agreement, and in accordance with its terms, the Licensor shall transfer to the Licensee:

5. PRICE, LICENSE FEE FOR THE SOFTWARE AND SETTLEMENTS

The Agreement Price is [***], including VAT [***].

The price of one license to the software and the Rights thereto is [***], including VAT [***].

Payment by the Licensee to the Licensor shall be made in hryvnias to the Licensor’s current account specified herein as follows:

6. CONFIDENTIALITY

Any information, materials and data, including regarding the activities of either Party, that become known to the other Party in connection with the signing, performance, or termination of this Agreement, as well as all appendices hereto, constitute Confidential Information.

Confidential Information also includes personal data of the Parties’ representatives (employees, contractors, etc.) that may be transferred during performance hereof. The Parties warrant that such personal data were obtained in accordance with law and with proper consent for their transfer. Collection, transfer, processing and other actions with such data in connection with performance hereof shall be carried out in full compliance with Ukrainian legislation on personal data protection, including the Law of Ukraine “On Personal Data Protection.”

Confidential Information may not be disclosed to third parties without the other Party’s prior written consent, except where related to obtaining official permits or documents to perform obligations hereunder or to pay taxes and other mandatory charges, and in other cases provided by Ukrainian law.

Each Party shall ensure confidentiality of information received from the other Party when performing contractual obligations.

7. LIABILITY OF THE PARTIES

For non-performance or improper performance of their obligations hereunder, the Parties shall bear liability in accordance with this Agreement and the laws of Ukraine.

A Party shall not be liable for breach if it proves that it took all measures within its control for proper performance.

If, due to the Licensee’s breach, the Licensor’s proprietary IP rights are infringed, the Licensee shall compensate the Licensor for damages in full, subject to documentary confirmation.

Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

If the Licensor breaches Clause 3.4.5, at the Licensee’s request the Licensor shall pay [***] of the Contract price for each violation.

8. FORCE MAJEURE

The Parties shall not be liable for partial or complete non-performance if caused by force majeure—extraordinary external events arising without the Parties’ fault or will which could not be foreseen or prevented using ordinary measures (including but not limited to natural disasters; events of biological, technological, or anthropogenic origin; etc.).

Upon the occurrence of force majeure, performance terms are postponed for its duration. The affected Party shall notify the other Party in writing of the occurrence, likely duration, and cessation. Evidence shall be properly executed documents issued by authorized state bodies or relevant acts of public authorities.

Upon cessation, the Parties shall perform their obligations.

Given that this Agreement was concluded during martial law (which by nature is force majeure), the Parties agree that this shall not constitute grounds for non-performance or improper performance. Disputes on this matter shall be resolved in writing/in court.

9. DISPUTE RESOLUTION

All disputes and disagreements arising from this Agreement shall be resolved by negotiations.

Any disputes, differences, claims, or demands arising out of or in connection with this Agreement (including its conclusion, performance, termination, invalidity in whole or in part, and any other disputes) which cannot be resolved by negotiations shall be submitted to the Permanent Arbitration Court at the All-Ukrainian Non-Governmental Organization “Union of Investors of Ukraine” (USREOU 36885366) in accordance with that court’s Rules, which are an integral part of this arbitration agreement and with which the Parties are familiar.

The Parties’ names and addresses in the arbitration agreement correspond to those in this Agreement. The place and date of the arbitration agreement correspond to the place and date of this Agreement.

10. TERM OF THE AGREEMENT

This Agreement enters into force upon signing by the Parties’ authorized representatives and is valid until 31.12.2024, but in any case until full performance by the Parties of their obligations hereunder.

Unless otherwise provided herein or by applicable Ukrainian law, this Agreement may be terminated early:

Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

11. FINAL PROVISIONS

Receipt by the Licensee from the Licensor of services (including but not limited to: configuration that does not modify the software; integration with other software; technical support; user training) requires a separate services agreement.

The Parties mutually recognize electronic documents signed with an electronic signature as equivalent to paper documents signed by hand and will exchange electronic documents in accordance with the Laws of Ukraine “On Electronic Documents and Electronic Document Flow” and “On Electronic Trust Services.”

This Agreement is drawn up in Ukrainian in two authentic counterparts of equal legal force, one for each Party.

All legal relations arising from or related to this Agreement (including validity, conclusion, performance, amendment, termination, interpretation, consequences of invalidity or breach) are governed by this Agreement and applicable Ukrainian law, as well as trade customs based on principles of good faith,

reasonableness and fairness.

Upon signing this Agreement, all prior negotiations, correspondence, preliminary agreements, letters of intent and any other arrangements between the Parties on matters related hereto lose legal force, but may be considered when interpreting its terms.

Each Party bears full responsibility for the accuracy of its details and shall timely notify the other Party in writing of any changes; failing which, it bears the risk of adverse consequences.

The Licensee may not assign claims and/or transfer debt arising in connection with this Agreement to any third party without the Licensor’s written consent.

Within the limits of Ukrainian law, the Parties may amend this Agreement by a written addendum, which takes effect upon signing unless otherwise specified therein.

Addenda and appendices are integral parts of this Agreement if made in writing and signed and sealed by the Parties.

Section headings are for convenience only and do not affect interpretation.

12. DETAILS AND SIGNATURES

LICENSOR:

LLC “Autonomous Robotic Systems”
[***]
Corporate income taxpayer on general terms
VAT payer

LICENSEE:
Limited Liability Company “Smart Machinery Solutions”
[***]
Corporate income taxpayer on special terms
VAT payer

Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

ACCEPTANCE–TRANSFER ACT

of Software, the Rights thereto, and Technical Documentation
to LICENSE AGREEMENT No. 15/08/2024-2 dated 15 August 2024

Kyiv — 06.11.2024

LLC “Autonomous Robotic Systems” (the “Licensor”), represented by Director Serhii Olehovych Kupriienko, acting on the basis of the Charter, on the one part, and Limited Liability Company “Smart Machinery Solutions” (the “Licensee”), represented by Director [***], acting on the basis of the Charter, on the other part (together, the “Parties,” and each separately, a “Party”), have executed this Act as follows:

LICENSOR:

LLC “Autonomous Robotic Systems”

[***]
Corporate income taxpayer on general terms
VAT payer

Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

LICENSEE:

Limited Liability Company “Smart Machinery Solutions”

[***]