Exhibit 10.12


 


INDEMNITY
AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of such corporations;


 


WHEREAS, the board
of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries, if any, from certain liabilities;


 


WHEREAS, directors,
officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself;


 


WHEREAS, the amended
and restated memorandum and articles of association of the Company (the “Charter”) require indemnification of
the officers and directors of the Company, Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law
and the Charter provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contracts
may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless,
exoneration, advancement and reimbursement rights;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Charter and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity, without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that he or she be so indemnified;


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 




     


     


    

TERMS
AND CONDITIONS


 


1.       SERVICES
TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity
of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his or her
resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect as provided
in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s
service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.       DEFINITIONS.
As used in this Agreement:


 


(a)       The
term “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company.


 


(b)       The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c)       The
term “Cayman Court” shall mean the courts of the Cayman Islands.


 


(d)       The
term “Change in Control” shall mean the occurrence of the earliest to occur after the date of this Agreement
of any of the following events:


 


(i)       Acquisition
of Shares by Third Party. Other than an affiliate of Compass Digital SPAC LLC (the “Sponsor”), any Person
(as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent
(15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election
of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely
from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition
was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under
part (iii) of this definition;


 


(ii)       Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board
or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still
in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


(iii)       Corporate
Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless,
following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities
entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election
of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined
below)) in substantially the same proportions as their ownership immediately prior to such


 




     


     


    

Business Combination, of the securities
entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation
resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power
of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the
extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation
resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action
of the Board of Directors, providing for such Business Combination;


 


(iv)       Liquidation.
The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the
sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s
current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation,
sale, or disposition in one transaction or a series of related transactions); or


 


(v)       Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange
Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 


(e)       The
term “Companies Law” shall mean the Companies Law (2018 Revision) of the Cayman Islands, as amended from time
to time.


 


(f)       The
term “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general
partner, managing member, fiduciary, employee, advisor or agent of the Company or of any other Enterprise (as defined below) which such
person is or was serving at the request of the Company.


 


(g)       The
term “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.


 


(h)       The
term “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.


 


(i)       The
term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(j)       The
term “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations
or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time
spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium,
security for, and other costs relating to any cost bond,


 




     


     


    

supersedeas bond, or other appeal bond or its
equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 


(k)       The
term “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters
of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in
any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.


 


(l)       The
term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below)
of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation
owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of
the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary
(as defined below) of the Company or of a corporation owned directly or indirectly by the shareholders of the Company in substantially
the same proportions as their ownership of shares of the Company.


 


(m)       The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise
by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken
by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason
of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 


(n)       The
term “Serving at the request of the Company” shall include any service as a director, officer, employee, agent
or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


(o)       The
term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership,
joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by that Person.


 


3.       INDEMNITY
IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or
a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure
a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties
and


 




     


     


    

amounts paid in settlement) actually, and reasonably
incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 


4.       INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened
to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure
a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court
to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 


5.       INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section
27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and
is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses
actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company
shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If
Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to
any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of
any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as
to such claim, issue or matter.


 


6.       INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that
Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee is not a party, he
or she shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


7.       ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5
and except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of
the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties
and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification,
hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes
a breach of Indemnitee’s duty of loyalty to the Company or its


 




     


     


    

shareholders or is an act or omission not in good
faith or which involves intentional misconduct or a knowing violation of the law.


 


8.       CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


(a)       To
the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this
Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless
or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities,
fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee
to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against
Indemnitee.


 


(b)       The
Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c)       The
Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought
by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


9.       EXCLUSIONS.
Notwithstanding any provision in this Agreement except for Section 27, the Company shall not be obligated under this Agreement
to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a)       for
which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision
or otherwise, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other
indemnity or advancement provision or otherwise;


 


(b)       for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or


 


(c)       except
as otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part
of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the
Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any
Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole
discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company
only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.


 


10.       ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


(a)       Notwithstanding
any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law,
the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three
months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting
such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by
law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable


 




     


     


    

Expenses incurred pursuing a Proceeding to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.
To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall
be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the
provisions of this Agreement, the Charter, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by
Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.


 


(b)       The
Company will be entitled to participate in the Proceeding at its own expense.


 


(c)       The
Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty
or limitation on Indemnitee without Indemnitee’s prior written consent.


 


11.       PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a)       Indemnitee
agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or
advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement, or otherwise.


 


(b)       Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion.
Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined
according to Section 12(a) of this Agreement.


 


12.       PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


(a)       A
determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific
case by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board,
or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred, by Independent Counsel in
a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing
with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis
for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 




     


     


    

(b)       In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying
that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of
this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of
selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If
such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within
twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of
any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for
the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are
so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of
any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(c)       The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


13.       PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)       In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure
of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that
Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.


 


(b)       If
the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the
requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and
Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a final judicial


 




     


     


    

determination that any or all such indemnification
is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to
exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.


 


(c)       The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)       For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based
on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the
directors, trustees, general partners, managers or managing members of the Enterprise in the course of their duties, or on the advice
of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing
member of the Enterprise, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board
or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountant
or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any
way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this
Agreement.


 


(e)       The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.       REMEDIES
OF INDEMNITEE.


 


(a)       In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section
12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten
(10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant
to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not
made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee
pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by
the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American
Arbitration Association. Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules)
shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)       In
the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration,


 




     


     


    

on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee
shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and
the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances
of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section
12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant
to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until
a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have
been exhausted or lapsed).


 


(c)       If
a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)       The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that
the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e)       The
Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by
Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent
permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration
brought by Indemnitee (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision of the Charter now or hereafter in effect; or (ii) for
recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and
whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution
or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


(f)       Interest
shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless
or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests
indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date
on which such payment is made to Indemnitee by the Company.


 


15.       SECURITY.
Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may at any
time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line
of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the
prior written consent of Indemnitee.


 


16.       NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a)       The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled under applicable law, the Charter, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related
to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the
extent that a


 




     


     


    

change in applicable law, whether by statute or
judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded
currently under the Charter or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically
be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by law. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)       The
Companies Law and the Charter permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements
including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity
as a director, officer, employee, advisor or agent of the Company, or arising out of his or her status as such, whether or not the Company
would have the power to indemnify him or her against such liability under the provisions of this Agreement or under the Companies Law,
as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way
limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and
the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations
of the Company or the other party or parties thereto under any such Indemnification Arrangement.


 


(c)       To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managing members, fiduciaries, employees, advisor or agents of the Company or of any other Enterprise which such person serves
at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee or agent under
such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party
or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
of such Proceeding in accordance with the terms of such policies.


 


(d)       In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(e)       The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement
of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under
this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 




     


     


    

(f)       To
the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor or its affiliates
(other than the Company) as applicable, (i) the Company shall be the indemnitor of first resort (i.e., that its obligations to
Indemnitee are primary and any obligation of the Sponsor or its respective affiliates, as applicable, to advance expenses or to provide
indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) the Company shall be required to advance
the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all claims, liabilities, damages, losses,
costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal
or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) to the extent legally permitted
and as required by the terms of this Agreement, the Company’s organizational documents or other agreement, without regard to any
rights Indemnitee may have against the Sponsor or its affiliates, as applicable, and (iii) the Company irrevocably waives, relinquishes
and releases the Sponsor and its affiliates, as applicable, from any and all claims against them for contribution, subrogation or any
other recovery of any kind in respect thereof. No advancement or payment by the Sponsor or its affiliates, as applicable, on behalf of
Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and
the Sponsor and its affiliates, as applicable, shall have a right of contribution and be subrogated to the extent of such advancement
or payment to all of the rights of recovery of Indemnitee against the Company.


 


17.       DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as
a director, officer or advisor of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the
request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any
rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his
or her Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred for which indemnification
or advancement can be provided under this Agreement.


 


18.       SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to
the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested thereby.


 


19.       ENFORCEMENT
AND BINDING EFFECT.


 


(a)       The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order
to induce Indemnitee to serve as a director, officer, advisor or key employee of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b)       Without
limiting any of the rights of Indemnitee under the Charter as they may be amended from time to time, this Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c)       The
indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall
be binding upon and be enforceable by the


 




     


     


    

parties hereto and their respective successors
and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of
the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee, advisor
or agent of the Company or director or officer of any other Enterprise at the Company’s request, and shall inure to the benefit
of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d)       The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.


 


(e)       The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief
and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive
relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled.
The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance
and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity
of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking
may be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond
or undertaking to the fullest extent permitted by law.


 


20.       MODIFICATION
AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this
Agreement nor shall any waiver constitute a continuing waiver.


 


21.       NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or
(ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


(a)       If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in
writing to the Company.


 


(b)       If
to the Company, to:


 


Compass Digital Acquisition Corp.


3626 N Hall St


Suite 910


Dallas, TX 75219


 


With a copy, which shall not constitute notice, to


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, NY 10017


 


Attn: Louis Goldberg, Esq.


Fax No.: (212) 701-5539


 




     


     


    

or to any other address as may have been furnished
to Indemnitee in writing by the Company.


 


22.       APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the Cayman Islands, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company
and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Cayman Court and not in any state or federal court in the United States of America or any court
in any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Court for purposes of any action or proceeding
arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in
the Cayman Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Cayman
Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 


23.       IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against
whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


24.       MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.


 


25.       PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to any such cause of action such shorter period shall govern.


 


26.       ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required
to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected
or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.       WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that it does not have
any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established
in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering
(the “Trust Account”), and hereby waives any Claim it may have in the future as a result of, or arising out
of, any services provided to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly,
Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the
Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial
business combination.


 


28.       MAINTENANCE
OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for
which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance
companies to provide the officers/directors or advisors of the Company with coverage for losses from wrongful acts and omissions and to
ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such
policy or policies in accordance with its or


 




     


     


    

their terms to the maximum extent of the coverage
available for any such director, officer or advisor under such policy or policies. In all such insurance policies, the Indemnitee shall
be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors, officers and advisors.


 


[Signature Page Follows]


 




     


     


    

IN WITNESS WHEREOF,
the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	 
	 	COMPASS DIGITAL ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Abidali Neemuchwala
	 	 	Name: 	Abidali Neemuchwala
	 	 	Title:   	Chief Executive Officer


 


	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	/s/ Steven Freiberg
	 	 	Name: 	Steven Freiberg 
	 	 	Address:	 


 


[Signature Page to Indemnity Agreement]