Exhibit 10.3


 


SHARE ESCROW AGREEMENT


 


SHARE ESCROW AGREEMENT, dated as of [ ],
2020 (“Agreement”), by and among Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”),
the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively,
the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow
Agent”).


 


WHEREAS, the Company has entered into an
Underwriting Agreement, dated as of [ ], 2020 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”)
acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 10,000,000 units (“Units”) of the Company, plus an additional 1,500,000
Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one ordinary share of the Company,
par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole redeemable
warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, as more fully described
in the Company’s final Prospectus, dated [ ], 2020 (“Prospectus”), comprising part of the Company’s Registration
Statement on Form S-1 (File No. 250841) under the Securities Act of 1933, as amended (the “Registration Statement”),
declared effective on [ ], 2020 (“Effective Date”).


 


WHEREAS, the Initial Shareholders have agreed
as a condition of the sale of the Units to deposit their Insider Shares (as defined in the Prospectus), as set forth opposite their
respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter provided.


 


WHEREAS, the Company and the Initial Shareholders
desire that the Escrow Agent accept the Escrow Shares, in escrow, to be controlled and released as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of Escrow Agent.
The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of
this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


 


2. Deposit of Certificates for Escrow
Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow Agent certificates (if any)
representing such Initial Shareholder’s respective Escrow Shares ("Certificates"), together with applicable
share powers (if requested by the Escrow Agent), to be controlled and released subject to the terms and conditions of this Agreement.
Each of the Initial Shareholders acknowledges that the Certificate representing such Initial Shareholder’s Escrow Shares
is legended to reflect the deposit of such Escrow Shares under this Agreement.


 


3. Release of the Escrow Shares.


 


3.1 The Escrow Agent shall hold the Certificates
during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending
on the earlier of (x) one year after the date of the consummation of the Company’s initial business combination (as
described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing
price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business
Combination and (ii) for the remaining 50% of the Escrow Shares, ending one year after the date of the consummation of an
initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow
Agent. Upon completion of the Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates
(and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company
pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow
Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination,
the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results
in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property,
then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized
officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated
or such conditions have been achieved, as applicable, release the Certificates to the Initial Shareholders. The Escrow Agent shall
have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3.


 






     


     


    

 


3.2 Notwithstanding Section 3.1, if
the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within
45 days of the date of the Prospectus (as described in the Underwriting Agreement), ATAC Limited Partnership, the Company’s
sponsor (“Sponsor”) agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the
Certificates representing the number of Escrow Shares held by Sponsor determined by multiplying 375,000 by a fraction, (x) the
numerator of which is 1,500,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment
option, and (y) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the
expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters
in connection with their exercise thereof.


 


4. Rights of Initial Shareholders
in Escrow Shares.


 


4.1 Voting Rights as a Shareholder.
Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders
shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right
to vote such shares.


 


4.2 Dividends and Other Distributions
in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares
shall be paid to the Initial Shareholders, but all share capitalizations or other non-cash property (“Non-Cash Dividends”)
shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3 Restrictions on Transfer.
During the applicable Escrow Period, the Company shall instruct the registrar and transfer agent of the Company not to register
a transfer of Escrow Shares without the written consent of the Escrow Agent for as long as this Agreement remains in force and
the only permitted transfers of the Escrow Shares will be (i) for transfers to the Company’s officers, directors or
their respective affiliates, and if the Initial Shareholder is an entity, as a distribution to partners, members or shareholders
of the Initial Shareholder upon the liquidation and dissolution of the Initial Shareholder, (ii) by bona fide gift to a member
of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which is the Initial Shareholder or a member
of the Initial Shareholder’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and
distribution upon death of the Initial Shareholder, (iv) pursuant to a qualified domestic relations order, (v) by certain
pledges to secure obligations incurred in connection with purchases of our securities, (vi) by private sales made at or prior
to the Business Combination at prices no greater than the price at which the Escrow Shares were originally purchased or (vii) to
the Company for cancellation in accordance with Section 3.2 above or in connection with the consummation of a Business Combination,
in each case, except for clause (vii) or with the Company’s prior consent, on the condition that such transfers may
be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement
and of the Insider Letter (as defined below) signed by the Initial Shareholder transferring the Escrow Shares.


 


4.4 Insider Letters. Each of
the Initial Shareholders has executed a letter agreement with EBC and the Company, dated as indicated on Exhibit A hereto,
and the form of which is filed as an exhibit to the Registration Statement (“Insider Letters”), respecting the rights
and obligations of such Initial Shareholder in certain events, including but not limited to the liquidation of the Company.


 






     


     


    

 


5. Concerning the Escrow Agent.


 


5.1 Good Faith Reliance. The
Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment,
and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein
contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 


5.2 Indemnification. The Escrow
Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and disbursements,
or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way,
directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares
subject to this Agreement, other than expenses or losses arising from the gross negligence, fraud or willful misconduct of the
Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action,
suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice,
the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine
ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it
may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties
hereto directing to whom and under what circumstances the Certificates are to be released and delivered. The provisions of this
Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation. The Escrow
Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the administration
of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and
all taxes or other governmental charges.


 


5.4 Further Assurances. From
time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause to be delivered to the
Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall
reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.


 


5.5 Resignation. The Escrow
Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at
such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved by EBC, which
approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares subject to this Agreement. If no new escrow
agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Shares with any court it reasonably deems appropriate in the State of New York.


 


5.6 Discharge of Escrow Agent.
The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time
by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment
by a successor escrow agent as provided in Section 5.5.


 


5.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence,
fraud or its own willful misconduct.


 


5.8 Waiver. The Escrow Agent
hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 






     


     


    

 


6. Miscellaneous.


 


6.1 Governing Law; Jurisdiction. In connection with
Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the
application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this Agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought
before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English
and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s
decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost
of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne
by the non-prevailing party or as otherwise directed by the arbitrators.


 


6.2 Third Party Beneficiaries.
Each of the Initial Shareholders hereby acknowledges that EBC is a third party beneficiary of this Agreement and this Agreement
may not be modified or changed without the prior written consent of EBC.


 


6.3 Entire Agreement. This Agreement,
together with the Insider Letters, contains the entire agreement of the parties hereto with respect to the subject matter hereof
and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party
to the charged.


 


6.4 Headings. The headings contained
in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.


 


6.5 Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and
assigns.


 


6.6 Notices. Any notice or other
communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified
or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given
when so delivered personally or, if mailed, two business days after the date of mailing, as follows:


 


If to the Company, to:


Americas Technology Acquisition Corp.


16400 Dallas Pkwy #305


Dallas, TX 75248


Attention: Jorge Marcos, Chief Executive Officer


If to a Shareholder, to his/its address set forth
in Exhibit A.


 


and if to the Escrow Agent, to:


Continental Stock Transfer& Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Account Administration


Fax No.: (212) 616-7615


 


a copy (which copy shall not constitute notice) sent
hereunder shall be sent to:


 


EarlyBirdCapital, Inc.


366 Madison Avenue


New York, NY 10017


Attn: Steven Levine


Fax No.: (212) 661-4936


 






     


     


    

 


and:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


Attn: Stuart Neuhauser, Esq.


Fax No.: (212) 370-7879


 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: Jeffrey M. Gallant, Esq.


Fax No.: (212) 818-8881


 


The parties may change the persons and addresses to which the
notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving
notice.


 


6.7 Liquidation of the Company.
The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that
the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


6.8 Counterparts. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


[Signature Page Follows]


 






     


     


    

 


WITNESS the execution of this Agreement as of the date first
above written.


 


	 	COMPANY:
	 	 
	 	AMERICAS TECHNOLOGY ACQUISITION CORP.
	 	 
	 	 
	 	By:	  
	 	Name:	Jorge Marcos
	 	Title:	Chief Executive Officer
	 	 
	 	INITIAL SHAREHOLDERS:
	 	 
	 	ATAC Limited Partnership
	 	 
	 	By:	ATAC Holdings LLC, its General Partner
	 	 
	 	Name: 	[ ]
	 	Title:	Authorized Signatory
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	 
	 	By:
	 	 
	 	 
	 	 
	 	Name: Ana Gois
	 	Title: Vice President




 


[Signature Page to Share Escrow Agreement]


 






     


     


    

 


EXHIBIT A


 


	Name and Address of Initial

 Shareholder1	 	Number of Shares	 	 	Date of Insider Letter
	ATAC Limited Partnership.  
 16400 Dallas Pkwy #305 
Dallas, TX 75248	 	 	2,875,000	 	 	[ ],2020



 






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