Compass Digital Acquisition Corp. Sample Contracts
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”).
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”).
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”).
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”).
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”).
AGREEMENT AND PLAN OF MERGER by and among COMPASS DIGITAL ACQUISITION CORP., as the Purchaser, TITAN HOLDINGS CORP., as Pubco, TITAN SPAC MERGER SUB CORP., as Purchaser Merger Sub, TITAN MERGER SUB INC., as Company Merger Sub, and KEY MINING CORP., as...Agreement and Plan of Merger • January 12th, 2026 • Compass Digital Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 6, 2026, by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) Titan Holdings Corp., a Delaware corporation and a direct wholly owned subsidiary of the Purchaser (“Pubco”), (iii) Titan SPAC Merger Sub Corp., a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Titan Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Pubco (“Company Merger Sub”, and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Key Mining Corp., a Delaware corporation (the “Company”). The Purchaser, Pubco, the Merger Subs and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
FORM OF ANCHOR SUBSCRIPTION AGREEMENTSubscription 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”).
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.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 11th, 2024 • Compass Digital Acquisition Corp. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 5, 2024, by [__________] (the “Executive”) in favor of and for the benefit of (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) EEW Renewables Ltd, a company formed under the laws of England and Wales (the “Company”), and (iii) upon its formation and execution of a Non-Competition Joinder (as defined below) hereto, Pubco (as defined below). The Company and Pubco and each of their respective present and future successors and direct and indirect Subsidiaries, including after the Closing (as defined below), the Purchaser, are referred to herein as a “Covered Party” and collectively, the “Covered Parties”, and the Company, Purchaser and upon its execution and delivery of a Non-Competition Joinder hereto, Pubco, together with the other Covered Parties, are each referred to herein as an “Interested Part
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2026 • Compass Digital Acquisition Corp. • Blank checks
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●], 2026, and shall be effective as of the Closing (as defined in the Merger Agreement (as defined below), by and among (i) Titan Holdings Corp., a Delaware corporation (“Pubco”), (ii) Compass Digital Acquisition Corporation, a Cayman Islands exempted company (“Purchaser”), (iii) HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), (iv) Compass Digital SPAC LLC, a Delaware limited liability company (the “Old Sponsor”), and (v) the other parties listed on the signature pages hereto as “Holders” that execute and deliver a copy of this Amendment (together with the Old Sponsor and Sponsor, being referred to herein as a “Signing Holder” and collectively as the “Signing Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2026 • Compass Digital Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026 by and among (i) Titan Holdings Corp., a Delaware corporation (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Holders” on the signature pages hereto (each, an “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • January 12th, 2026 • Compass Digital Acquisition Corp. • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of January 6, 2026 by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) Titan Holdings Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Pubco”), (iii) HGC Opportunity LLC, a Delaware limited liability company (the “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 Amendment after the date hereof (collectively, the “Other Holders” and, collectively with the Sponsor, each 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 the Original Agr
AMENDMENT TO LETTER AGREEMENTLetter Agreement • September 11th, 2024 • Compass Digital Acquisition Corp. • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of September 5, 2024, by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) HGC Opportunity LLC, a Delaware limited liability company (the “Sponsor”), (iii) Compass Digital SPAC LLC, a Delaware limited liability company (“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 Amendment after the date hereof (collectively, the “Other Holders” and, collectively with the Sponsor and the Original Sponsor, each 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 the Origina
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.”
SPONSOR AGREEMENTSponsor Agreement • September 11th, 2024 • Compass Digital Acquisition Corp. • Blank checks
This SPONSOR AGREEMENT (this “Sponsor Agreement”) is dated as of September 5, 2024, by and among (i) HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), (ii) Compass Digital Acquisition Corp., a Cayman Islands exempted company (“CDAQ”), and (iii) EEW Renewables Ltd, a company formed under the laws of England and Wales (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF SUBSCRIPTION AND FPA COMMITMENT AGREEMENTSubscription and Fpa Commitment 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”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • January 12th, 2026 • Compass Digital Acquisition Corp. • Blank checks
THIS SPONSOR LETTER AGREEMENT (this “Agreement”) is made and entered into as of January 6, 2026, by and among (i) HCG Opportunity, LLC, a Delaware limited liability company (“Sponsor”), (ii) Compass Digital Acquisition Corp., a Cayman Islands exempt company (“Purchaser”), and (iii) Key Mining Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Agreement and Plan of Merger, by and among Purchaser, Titan Holdings Corp., a Delaware corporation and a direct wholly owned subsidiary of Purchaser (“Pubco”), Titan SPAC Merger Sub Corp., a Cayman Islands exempt company and a direct wholly owned subsidiary of Pubco (“Purchaser Merger Sub”), Titan Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Pubco (“Company Merger Sub”) and the Company, dated as of the date hereof (as it may be amended, supplemented, modified and/or restated from time to time, the “Merger Agr
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”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 11th, 2024 • Compass Digital Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2024 by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) HCG Opportunity, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative (the “Purchaser Representative”) under the BCA (as defined below), and (iii) the undersigned shareholder (“Holder”) of the Company (as defined below). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.
FORM OF VOTING AGREEMENTVoting Agreement • January 12th, 2026 • Compass Digital Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of January 6, 2026 by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (“Purchaser”), (ii) Key Mining Corp., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
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 75219Administrative Services 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 AGREEMENTJoinder to Letter 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 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”):
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 6th, 2026 • Compass Digital Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2026 (this “Amendment”), which amends the Agreement and Plan of Merger, dated as of January 6, 2026 (the “Merger Agreement”), by and among (i) Compass Digital Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) Titan Holdings Corp., a Delaware corporation and a direct wholly owned subsidiary of the Purchaser (“Pubco”), (iii) Titan SPAC Merger Sub Corp., a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Titan Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Pubco (“Company Merger Sub”), and (v) Key Mining Corp., a Delaware corporation (the “Company”, together with Purchaser, Pubco, Purchaser Merger Sub and Company Merger Sub, each, a “Party” and, collectively, the “Parties”), is made and entered into by and between the Parties.