Exhibit 10.6


 


THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE 


 


	 	 	 
	Principal Amount: $250,000	 	Dated as of March 9, 2021


Compass Digital Acquisition Corp., a Cayman Islands exempted
company and blank check company (the “Maker”), promises to pay to the order of Abidali Neemuchwala, or its registered
assigns or successors in interest (the “Payee”), or order, the principal sum of two hundred fifty thousand U.S.
dollars ($250,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on
this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such
account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1. Principal. The principal balance of this Note shall
be payable on the earlier of: (i) December 31, 2021 or (ii) the date on which Maker consummates an initial public offering of its
securities. The principal balance may be prepaid at any time.


 


2. Interest. No interest shall accrue on the unpaid principal
balance of this Note.


 


3. Application of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.


 


4. Events of Default. The following shall constitute
an event of default (“Event of Default”):


 


(a) Failure to Make Required Payments. Failure by Maker
to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.


 


(b) Voluntary Bankruptcy, Etc. The commencement by Maker
of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker
in furtherance of any of the foregoing.


 


(c) Involuntary Bankruptcy, Etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 




     


    	 



    


5. Remedies.


 


(a) Upon the occurrence of an Event of Default specified in
Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the
unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or
in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence of an Event of Default specified in
Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.


 


6. Waivers. Maker and all endorsers and guarantors of,
and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard
to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part
of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.


 


7. Unconditional Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that
its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner
by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and
all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to
Maker or affecting Maker’s liability hereunder.


 


8. Notices. All notices, statements or other documents
which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii)
by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing
by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic
mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to
have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5)
days after mailing if sent by mail.


 


9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


10. Severability. Any provision contained in this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 




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11. Trust Waiver. Notwithstanding anything herein to
the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or
to any distribution of or from the trust account to be established in which the proceeds of the initial public offering (the “IPO”)
conducted by the Maker (including the deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants
issued in a private placement to occur prior to the effectiveness of the IPO are to be deposited, as described in greater detail
in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO,
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any
reason whatsoever.


 


12. Amendment; Waiver. Any amendment hereto or waiver
of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


13. Assignment. No assignment or transfer of this Note
or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written
consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, Maker, intending to be legally bound
hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	Compass Digital Acquisition Corp.
	 	
        a Cayman Islands exempted company

	 	 
	 	 	 
	 	By:	
        /s/ Abidali Neemuchwala

	 	 	Name:	Abidali Neemuchwala
	 	 	Title:	Director


 


 


 


 


 


 


 


 


[Signature Page to Promissory Note]