REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2021, is made and entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
COMPASS DIGITAL ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, each as an Underwriter, and the term Underwriter shall mean either the singul
INDEMNITY AGREEMENTIndemnity Agreement • October 19th, 2021 • Compass Digital Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 14, 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Deborah C. Hopkins (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 14th, 2021 • Compass Digital Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between COMPASS DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 25th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2021 by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Compass Digital Acquisition Corp. Suite 910 Dallas, Texas 75219Letter Agreement • October 19th, 2021 • Compass Digital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and J.P. Morgan Securities LLC., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment
WARRANT AGREEMENTWarrant Agreement • October 19th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 14, 2021, is by and between Compass Digital Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 14th, 2021 • Compass Digital Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of March 9, 2021, is made and entered into by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Abidali Neemuchwala (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 14, 2021 by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 19th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature page hereto under “Purchasers” (the “Purchasers”) and in Schedule A hereto.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • October 10th, 2023 • Compass Digital Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [ ], 2023 by and among Compass Digital Acquisition Corp. (“CDAQ” or the “Company”), HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor[s] ([collectively, ]the “Investor”).
COMPASS DIGITAL ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENTAssignment Agreement • October 19th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, each as an Underwriter, and the term Underwriter shall mean either the singul
FORM OF ANCHOR SUBSCRIPTION AGREEMENTForm of Anchor Subscription Agreement • May 25th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), is dated as of [ ], 2021, by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and the entities listed on the signature pages hereto ( “Subscriber”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 20th, 2023 • Compass Digital Acquisition Corp. • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of September 6, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “SPAC”) and HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FORM OF SUBSCRIPTION AND FPA COMMITMENT AGREEMENTForward Purchase Agreement • May 25th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), is dated as of [ ], 2021, by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Sponsor”) and the entities listed on the signature pages hereto ( “Subscriber”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • July 10th, 2024 • Compass Digital Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of July [ ], 2024 by and among Compass Digital Acquisition Corp, a Cayman Islands exempted company (the “Company”), HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • September 8th, 2023 • Compass Digital Acquisition Corp. • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of August 31, 2023, by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), (ii) HCG Opportunity, LLC, a Delaware limited liability company (the “New Sponsor”), (iii) Compass Digital SPAC, LLC, a Delaware limited liability company (the “Original Sponsor”), and (iv) each of the undersigned persons holding Founder Shares listed on the signature pages hereto and any persons holding Founder Shares that become a party to this Agreement after the date hereof (collectively, the “Other Holders” and, collectively with the Original Sponsor, an “Insider” and, collectively, the “Insiders”), pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) and, if such term is not defined in t
COMPASS DIGITAL ACQUISITION CORP. Suite 910 Dallas, TX 75219Letter Agreement • May 25th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Compass Digital Acquisition Corp. (the “Company”) and Compass Digital SPAC LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
JOINDER TO LETTER AGREEMENTLetter Agreement • April 1st, 2024 • Compass Digital Acquisition Corp. • Blank checks
THIS JOINDER TO LETTER AGREEMENT (this “Joinder”) is made and entered into as of March 29, 2024 by the undersigned parties hereto, and effective as of August 31, 2023. Reference is hereby made to that certain (i) Letter Agreement (as it may be amended from time to time, including by this Joinder and the Amendment (as defined below), the “Insider Letter”) dated as of October 14, 2021, by and among Compass Digital Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), Compass Digital SPAC LLC, a Delaware limited liability company (the “Prior Sponsor”) and the prior officers and directors of the Company and (ii) Amendment to Letter Agreement (the “Amendment”), dated as of August 31, 2023, by and among the Company, the Prior Sponsor and HCG Opportunity, LLC, a Delaware limited liability company.
COMPASS DIGITAL ACQUISITION CORP. Suite 910 Dallas, TX 75219Letter Agreement • October 19th, 2021 • Compass Digital Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Compass Digital Acquisition Corp. (the “Company”) and Compass Digital SPAC LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
