Exhibit 10.27


 


April 25, 2022


 


PERSONAL AND CONFIDENTIAL


 


Mr. Nicolaus Radford


Nauticus Robotics, Inc.


17146 Feathercraft Lane


Webster, Texas 77598


 


Mr. Radford:


 


This amended and
restated letter agreement (this “A&R Agreement”) is to confirm our understanding of the basis upon which Coastal Equities,
Inc., a FINRA member broker-dealer ( “CEI” or “Advisor”), is being engaged by Nauticus Robotics, Inc. (formerly
Houston Mechatronics, Inc.) (together with any present and future subsidiaries, the “Company”) to provide the services described
herein. This agreement supercedes any other agreements between the Company and the Advisor.


 


		1.	The Company hereby engages CEI as the Company’s consultant for the purpose
of advising and assisting the Company in connection with the planning, execution and closing of a “Sale” (as defined below)
of the Company. CEI’s services shall include: (a) facilitating potential purchasers’ and/or potential financing participants’
due diligence investigation, including without limitation coordinating and maintaining the data room established in connection therewith
(it being understood that the Company shall contract directly with the data room vendor and pay all associated fees and expenses relating
to the data room) and coordinating the review, negotiation and execution of confidentiality and/or non-disclosure agreements in connection
therewith, (b) performing valuation analyses; (c) identifying opportunities for the Sale of the Company; (d) advising the Company concerning
opportunities for such Sale, whether or not identified by CEI; (e) as requested by the Company, participating on the Company’s behalf
in negotiations concerning such Sale and (f) such other services as may be mutually agreed upon by CEI and the Company. The Company acknowledges
and agrees that CEI will be entitled to provide its services, in whole or in part, through any current or future affiliate and references
to CEI shall, where the context so requires, include reference to any such affiliate.



 


		2.	In connection with our engagement, CEI and the Company will develop a list of appropriate
entities that might be potential purchasers of the Company and/or any of its businesses, securities or assets. CEI will initiate and coordinate
discussions with potential purchasers, solicit and review proposals received from such potential
purchasers, participate in the negotiation of possible transactions and advise the Company as to negotiating strategy and other matters
in connection therewith. The Company will furnish CEI with all information and material regarding the Company and any proposed Sale of
the Company as CEI may request in connection with the performance of its obligations hereunder. CEI will familiarize itself with the financial
condition and business of the Company and will assist the Company in preparing a memorandum and/or other marketing and offering documents
(collectively, “Documents”) to describe the Company and its management and financial status for use in discussions with prospective
purchasers. The Company acknowledges and agrees that in rendering its services hereunder, CEI will be using and relying upon, without
any independent investigation or verification thereof, all information that is or will be furnished to CEI by or on behalf of the Company
and on publicly available information, and CEI will not in any respect be responsible for the accuracy or completeness of any of the foregoing
kinds of information (included in the Documents or otherwise), and that CEI will not undertake to make an independent appraisal of any
of the assets of the Company. The Company understands that in rendering services hereunder CEI does not provide accounting, legal or tax
advice and will rely upon the advice of counsel to the Company and other advisors to the Company as to accounting, legal, tax and other
matters relating to any transaction or proposed transaction contemplated by this A&R Agreement. The Company shall have the right to
review and approve in its sole discretion, prior to release or distribution, any materials CEI prepares for purposes of describing, summarizing,
promoting or otherwise communicating information regarding the Sale to third parties.



 


		3.	For the purposes of this A&R Agreement:



 


		(a)	A “Sale” of the Company shall mean any transaction or series or combination
of related transactions, other than in the ordinary course of trade or business, whereby, directly or indirectly, control of, or all or
a majority of the equity interests in the Company or any of its businesses (a “Business”), securities or assets is transferred
for Consideration, including, without limitation, a sale or exchange of capital stock or assets, a merger or consolidation (including
any merger or business combination with any special purpose acquisition company), a recapitalization, a tender or exchange offer, a leveraged
buy-out, or the formation of a joint venture, or partnership. For purposes of the foregoing, “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and business of the Company, whether through the
ownership of voting securities, by contract or otherwise.



 






     


    


    

 


		(b)	“Consideration” shall mean, without duplication, the full transaction
value of any Sale of the Company including the total value of all cash (including escrowed funds), the fair market value (as determined
below) of securities, assumed third-party indebtedness, other property and any contingent, earned or other consideration paid or payable,
directly or indirectly, by an acquiring party to a selling party or to a participant in the transaction in connection with a Sale of the
Company. The fair market value of any such securities (whether debt or equity) or other property or items of value shall be determined
as follows: (i) the value of securities that are freely tradeable in an established public market shall be the last closing market price
of such securities prior to the public announcement of the Sale; and (ii) the value of securities which are not freely tradeable or which
have no established public market, or if the Consideration utilized consists of property other than securities, the value of such securities
or other property shall be the mutually agreed upon fair market value on the day prior to the Closing; provided that promissory notes
or other debt obligations will be valued at the face amount thereof. Consideration shall also include the face value of any third-party
indebtedness for borrowed money that is assumed in connection therewith, any positive net working capital paid by an acquiring party to
a selling party, and any amounts paid by the Company to repurchase securities (other than pre-existing ordinary course repurchase programs)
or dividends paid subsequent to the date of this A&R Agreement. In the case of a recapitalization, Consideration shall include the
aggregate amount of indebtedness incurred or equity raised by the Company or a successor thereof in connection with such recapitalization.
If a Sale of the Company is structured such that it involves a direct or indirect transfer of fifty percent (50%) or more of the outstanding
equity interests in the Company, the Consideration involved in that transaction shall be deemed increased to include the value of any
equity interests in the Company that are not transferred in the transaction by the owners thereof, with such value calculated at the price
or implied price per share paid for or with respect to interests of the same class in the transaction (without any discount for minority
interest or for non-marketability). If any Consideration to be paid is computed in a foreign currency, the value of such foreign currency
shall, for purposes hereof, be converted into U.S. Dollars at the prevailing exchange rate on the date or dates on which such Consideration
is paid.



 


		4.	The Company may refuse to discuss or negotiate the Sale of the Company with any party
for any reason whatsoever and may terminate negotiations with any party at any time.



 


		5.	As compensation for the services rendered by CEI hereunder, the Company shall pay or cause CEI to be paid
as follows:



 


		(b)	If a Sale of the Company occurs either during the term of CEI’s engagement
hereunder, or at any time during a period of 9 months following the effective date of termination of CEI’s engagement hereunder
(such period, the “Tail Period”), then, upon consummation of the Sale, the Company shall pay to CEI a cash fee equal to $7,600,000,
except as otherwise provided in this Section 5(b).
	 	 	 
	 	 	Within ten (10) business days after
termination or expiration of this engagement, CEI will provide the company with a list (the “Target List”) of the potential
purchasers referred to the Company by CEI or otherwise contacted or solicited by CEI during the engagement. If, at any time prior to the
expiration of the Tail Period the Company enters into a definitive agreement for a Sale or consummates a Sale, with a purchaser on the
Target List, the Company will pay to CEI a cash fee equal to the percentages of Consideration involved in the Sale as outlined above upon
consummation of the Sale. If, at any time prior to the expiration of the Tail Period the Company enters into a definitive agreement for
a Sale or consummates a Sale with a purchaser that is not on the Target List, the Company will pay $500,000 to CEI upon consummation of
the Sale.
	 	 	 
	 	 	Notwithstanding anything to the contrary
contained herein, in no event will CEI be entitled to receive the compensation provided for above (or otherwise under this A&R Agreement)
if (i) the Company terminates CEI for Cause or if the Company would have been able to terminate CEI for Cause at the time CEI terminates
this A&R Agreement, (ii) the Company terminates this A&R Agreement because, before the execution of a definitive agreement relating
to a Sale, unless both (1) CEI has offered the Company the services of a suitable alternative banker within thirty (30) days following
the date on which the current banker’s association with CEI is terminated and (2) the Company has accepted the services of such
alternative banker, as determined by the Company in its sole discretion or (iii) CEI unilaterally terminates its engagement hereunder.
“Cause” for purposes hereof means the bad faith, gross negligence or willful misconduct of CEI in connection with the provision
of its services hereunder.



 


		(c)	Compensation which is payable to CEI pursuant to subsection 5(b) (including compensation
payable with respect to escrowed funds) shall be paid by the Company to CEI at the closing of a Sale of the Company, provided that compensation
attributable to that part of Consideration which is contingent
upon future earnings performance or the occurrence of some other event or circumstance, other than with respect to funds escrowed at the
closing of a Sale of the Company (“Contingent Consideration”) shall be calculated and paid by the Company to CEI upon the
receipt of such Contingent Consideration. In the event that Contingent Consideration is payable by an individual, group or legal entity
other than the Company, or by a successor to the Company, after the closing of a Sale of the Company, the Company shall cause such individual,
group, entity or successor to pay compensation payable to CEI hereunder, or, at the closing, to enter into an agreement to pay such compensation
to CEI according to the terms hereof.






 






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		(d)	In the event that a Sale of the Company involves a combination or series of related transactions,
                                                                 the compensation due to CEI under subsection (b) above shall be determined as of the closing of each such transaction, based on the
                                                                 aggregate amount of Consideration involved in such transaction. Accordingly, CEI shall be entitled to additional compensation at the
                                                                 time of closing of each such subsequent transaction covered by this A&R Agreement, however, in determining the applicable
                                                                 percentage in the chart in subsection (b) above, the aggregate amount of consideration involved in all such transactions shall be
                                                                 included.



 


		6.	In addition to the fees described in Section 5 above and the obligation of the Company
to pay certain expenses set forth in Section 7 below, and whether or not any Sale of the Company is consummated, the Company will pay
all of CEI’s reasonable out-of-pocket expenses (including, without limitation, expenses related to document and presentation materials,
travel, external database and communications services, an online data room, courier and delivery services, and the fees and expenses of
its outside legal counsel) incurred in connection with this engagement; provided that such reimbursable expenses shall not exceed $35,000
in the aggregate without the Company’s consent. Such out-of-pocket expenses shall be payable as they are incurred upon written request
by CEI.



 


		7.	In connection with engagements of the nature covered by this A&R Agreement, it
is CEI’s practice to provide for indemnification, contribution, and limitation of liability. By signing this A&R Agreement,
the Company agrees to the provisions attached to this A&R Agreement (Attachment A), which provisions are expressly incorporated by
reference herein.



 


		8.	CEI is being retained to serve as financial advisor solely to the Company, and it
is agreed that the engagement of CEI is not, and shall not be deemed to be, on behalf of, and is not intended to confer rights or benefits
upon, any shareholder or creditor of the Company or upon any other person or entity, except for the Board of Directors
of the Company. No one other than the Company is authorized to rely upon this engagement of CEI or any statements, conduct or advice of
CEI, and no one other than the Company is intended to be a beneficiary of this engagement. All opinions, advice or other assistance (whether
written or oral) given by CEI in connection with this engagement are intended solely for the benefit and use of the Company and the Board
of Directors of the Company and will be treated by the Company as confidential, and no opinion, advice or other assistance of CEI shall
be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor shall
any public or other references to CEI (or to such opinions, advice or other assistance) be made without the express prior written consent
of CEI.



 


		9.	The term of this engagement will be effective as of March 29, 2022 (the “Effective
Date”) and will expire on the date 12 months after the Effective Date. This A&R Agreement may be earlier terminated with or
without cause by the Company or by CEI only upon written notice to the other party at any time and without liability or continuing obligation
to the Company or to CEI (except for any accrued fees and any expenses incurred by CEI to the date of termination or expiration or any
fees and any expenses otherwise payable during the Tail Period pursuant to Section 5); provided that the provisions of Sections 2, 5,
6, 7, 8, 9, 10, 11 and 12 hereof shall survive any expiration or termination of this A&R Agreement.



 


		10.	The Company represents and warrants that there are no brokers, representatives or
other persons that have an interest in any compensation due to CEI from any transaction contemplated herein. The Company acknowledges
and agrees that CEI is a full-service securities firm which may be engaged at various times, either directly or through its affiliates,
in various activities including, without limitation, securities trading, investment management, financing and brokerage activities and
financial advisory services for companies, governments and individuals. In the ordinary course of these activities, which may conflict
with the interests of the Company, CEI and its affiliates from time-to-time may: (i) effect transactions for its own account or the accounts
of its clients and hold long or short positions in debt or equity securities or other financial instruments (or related derivative instruments)
of the Company or other parties which may be the subject of this engagement or any transaction contemplated hereby; (ii) have had confidential
discussions with, and provided information to, clients, potential clients, financial investors or other parties in the Company’s
industry (including competitors) regarding various market and strategic matters (including potential strategic alternatives or transactions
that may involve the Company); and/or (iii) have performed, or sought to perform, various investment banking, financial advisory or other
services for clients who may have conflicting interests with respect to the Company.



 






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		11.	The terms and provisions of this A&R Agreement are solely for the benefit of
the Company and CEI and the other Indemnified Persons and their respective successors, assigns, heirs and personal representatives, and
no other person or entity shall acquire or have any right by virtue of this A&R Agreement. The Company and CEI acknowledge and agree
that CEI is acting as an independent contractor, and is not a fiduciary of, nor will its engagement hereunder give rise to fiduciary duties
to, the Company or the Company’s shareholders. Except for the Mutual Confidentiality Agreement dated February 11, 2021, which shall
remain in full force and effect in accordance with its terms, this A&R Agreement represents the entire understanding between the Company
and CEI with respect to CEI’s engagement hereunder, and all prior discussions are merged herein. This A&R Agreement may be executed
in two or more counterparts (including fax or electronic counterparts), all of which together will be considered a single instrument.
THIS A&R AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO SUCH STATE’S
PRINCIPLES OF CONFLICTS OF LAWS, AND MAY BE AMENDED, MODIFIED OR SUPPLEMENTED ONLY BY WRITTEN INSTRUMENT EXECUTED BY EACH OF THE PARTIES
HERETO, WHICH IN THE CASE OF CEI MUST BE EXECUTED EITHER BY CEI’S HEAD OF INVESTMENT BANKING OR CHIEF OPERATING OFFICER-INVESTMENT
BANKING.



 


		12.	The parties hereby submit to the jurisdiction of and venue in the federal courts
located in the City of Houston, Texas in connection with any dispute related to this A&R Agreement, any transaction contemplated hereby,
or any other matter contemplated hereby. If for any reason jurisdiction and/or venue is unavailable in such federal courts, then the parties
hereby submit to the jurisdiction of and venue in the state courts located in such city in connection with any such dispute or matter.
In addition, the parties hereby waive any right to a trial by jury with respect to any such dispute or matter. .



 


If the foregoing correctly sets forth
the entire understanding and agreement between CEI and the Company, please so indicate in the space provided for that purpose below and
return an executed copy to us, whereupon this letter shall constitute a binding agreement as of the date first above written


 






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	 	Very truly yours,
	 	 
	 	COASTAL EQUITIES, INC.
	 	 
	 	By:	/s/ Charles Reiling
	 	 	Charles Reiling
	 	 	Coastal Equities, Inc.
	 	 	Investment Banking Principal



 


	AGREED, as of April 25, 2022:	 
	 	 
	Nauticus Robotics, Inc.	 
	 	 
	By:	/s/ Nicolaus A. Radford	 
	Name: 	 Nicolaus A. Radford	 
	Title: 	President & CEO	 



 






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ATTACHMENT A


 


COASTAL EQUITIES, INC.


INDEMNIFICATION, CONTRIBUTION AND


LIMITATION OF LIABILITY PROVISIONS


 


		(a)	The Company agrees to indemnify and hold harmless CEI and its affiliates and their
respective officers, directors, employees and agents, and any persons controlling CEI or any of its affiliates within the meaning of Section
15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (CEI and each such other person or entity being
referred to herein as an “Indemnified Person”), from and against all claims, liabilities, losses or damages (or actions in
respect thereof) or other expenses which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue
statements made or any statements omitted to be made) by the Company or its affiliates; (ii) any transaction contemplated by this A&R
Agreement; (iii) any advice or services rendered or to be rendered by any Indemnified Person pursuant to this A&R Agreement; or (iv)
actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company
or its affiliates or (B) are otherwise related to or arise out of CEI’s activities on behalf of the Company or its affiliates. The
Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant of the preceding sentence
which are finally judicially determined to have resulted primarily from such Indemnified Person’s bad faith, gross negligence or
willful misconduct. In addition, the Company agrees to reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including
fees and expenses of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting
or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party,
or in connection with enforcing the rights of such Indemnified Person under this A&R Agreement; provided, however, that CEI shall
promptly repay to the Company any such expenses the Company has previously reimbursed to the extent any Indemnified Person is finally
judicially determined not to be entitled to indemnification hereunder as a result of the exception in the first sentence of this Attachment
A.



 


		(b)	If for any reason, the foregoing indemnity is unavailable to an Indemnified Person
or insufficient to hold an Indemnified Person harmless, then the Company shall contribute to the amount paid or payable by such Indemnified
Person as a result of such claim, liability, loss, damage or expense in such proportion as is appropriate to reflect not only the relative
benefits received by the Company on the one hand and CEI on the other, but also the relative fault of the Company on the one hand and
CEI on the other, as well as any relevant equitable considerations, subject to the limitation that in any event the aggregate contribution
of all Indemnified Persons to all losses, claims, liabilities, damages and expenses shall not exceed the amount of fees actually received
by CEI pursuant to this A&R Agreement; provided, however,
that CEI acknowledges and agrees that the contribution obligations set forth in this paragraph shall not apply to claims, liabilities,
losses or damages (or actions in respect thereof) or other expenses that are finally judicially determined to have resulted primarily
from CEI’s bad faith, gross negligence or willful misconduct. It is hereby further agreed that the relative benefits to the Company on
the one hand and CEI on the other with respect to any transaction or proposed transaction contemplated by this A&R Agreement shall
be deemed to be in the same proportion as (i) the total value the transaction or proposed transaction bears to (ii) the fees paid to CEI
with respect to such transaction.



 




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		(c)	No Indemnified Person shall have any liability (whether direct or indirect, in contract,
tort or otherwise) to the Company or any other party in connection with any transaction contemplated by this A&R Agreement or any
advice or services rendered by any Indemnified Person pursuant to this A&R Agreement, except for any liability for losses, claims,
damages or liabilities finally judicially determined to have resulted primarily from such Indemnified Person’s bad faith, gross
negligence or willful misconduct. The Company agrees that in no event will any Indemnified Person be liable or obligated in any manner
for any damages (including, but not limited to, actual, consequential, exemplary or punitive damages or lost profits) in excess of the
fees actually received by CEI pursuant to this A&R Agreement and the Company agrees not to seek or claim any such damages or profits
in any circumstance.



 


		(d)	The Company agrees that it will not settle or compromise or consent to the entry
of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought from
the Company by any Indemnified Person (whether any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding)
without the consent of CEI (which consent shall not be unreasonably withheld in the case of a settlement involving only money damages)
unless such settlement, compromise or consent includes an unconditional release of Indemnified Persons hereunder from all liability arising
out of such claim, action, suit or proceeding. In addition, the Company will not permit any such settlement, compromise, consent or termination
to include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Person, without
such Indemnified Person’s prior written consent.



 


		(e)	To the extent officers or employees of CEI appear as witnesses, are deposed, or otherwise
are involved in or assist with any action, hearing or proceeding related to or arising from a Sale of the Company or CEI’s engagement
hereunder or in a situation where such appearance, involvement or assistance results from CEI’s engagement hereunder, the Company
will pay CEI, in addition to the fees set forth above, CEI’s customary per diem charges. In addition, if any Indemnified Person
appears as a witness, is deposed or otherwise is involved in any action relating to or arising from a Sale of the Company or CEI’s
engagement hereunder or in a situation where such appearance, involvement or assistance results from CEI’s engagement hereunder,
the Company will reimburse such Indemnified Person for all expenses (including fees and expenses of counsel) incurred by it by reason
of it or any of its personnel being involved
in any such action. CEI acknowledges and agrees that the reimbursement obligations set forth in this paragraph shall not apply to CEI’s
or any other Indemnified Person’s involvement in any action, hearing or proceeding to the extent related to CEI’s or such Indemnified
Person’s bad faith, gross negligence or willful misconduct.



 









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		(f)	Each of the Company and CEI waives any right to a trial by jury with respect to any
claim or action arising out of this A&R Agreement or the actions of CEI, and consents to personal jurisdiction, service of process
and venue in any court in which any claim covered by the provisions of this Attachment A may be brought against an Indemnified Person.



 


		(g)	The provisions of this Attachment A shall be in addition to any liability the Company
may have to any Indemnified Person at common law or otherwise, and shall survive the expiration or termination of this A&R Agreement
and the closing of any Sale of the Company or any other transaction contemplated by this A&R Agreement or the other completion of
CEI’s services with respect thereto.



 


		(h)	The Company hereby acknowledges and agrees that: (i) all rights, claims, demands
or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) of the Company that may be based upon,
in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this A&R Agreement, or the negotiation,
execution, or performance of this A&R Agreement (including any representation or warranty made in, in connection with, or as an inducement
to, this A&R Agreement), may be made only against (and are those solely of) CEI; (ii) no party other than CEI, including without limitation
any director, officer, employee, stockholder, affiliate, agent, attorney or representative of, and any financial advisor or lender to,
CEI (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by
statute) to the Company for any rights, claims, demands, causes of action, obligations, or liabilities arising under, out of, in connection
with, or related in any manner to this A&R Agreement or based on, in respect of, or by reason of this A&R Agreement or its negotiation,
execution, performance, or breach; and (iii) to the maximum extent permitted by law, the Company hereby waives and releases all such rights,
liabilities, claims, demands, causes of action, and obligations against any such Nonparty Affiliates.



 


		(i)	In the event the Company proposes to engage in any sale, distribution or liquidation
of all or a significant part of its assets, or any merger or consolidation and the Company is not to be the surviving or resulting corporation
or entity in such merger or consolidation, the Company will give prompt prior notice thereof to CEI and will make proper provision in
a manner reasonably satisfactory to CEI so that the Company’s obligations hereunder are expressly assumed by the other party or
parties to such transaction.



 


		(j)	If any term, provision, covenant or restriction herein is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions and restrictions contained
herein will remain in full force and effect and will in no way be affected, impaired or invalidated.



 


 


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