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 • 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
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 Steven Freiberg (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification 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”).
Compass Digital Acquisition Corp. Suite 910 Dallas, Texas 75219Underwriting 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”).
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.
COMPASS DIGITAL ACQUISITION CORP. Suite 910 Dallas, TX 75219Administrative Services 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”):
