Exhibit 10.5


 





STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated
as of June 17, 2021 (“Agreement”), by and among DILA CAPITAL Acquisition Corp.,
a Delaware corporation (“Company”), DILA CAPITAL Sponsor Group, LLC, a Delaware
limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor
and any permitted transferee of the Sponsor or such stockholders after the date hereof in accordance with the terms hereof being referred
to as the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow
Agent”).


 


WHEREAS, the Company was formed
for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination (a “Business Combination”) with one or more businesses or entities.


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of June 14, 2021 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (the
 “Representative”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant
to which, among other matters, the Underwriters have agreed to purchase 5,500,000 units (“Units”) of the Company, plus an
additional 825,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one share of the Company’s
Class A common stock, par value $0.0001 per share (“Common Stock”), and one warrant (“Warrant”), each Warrant
to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus, dated June 16, 2021 (“Prospectus”)
comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-254425) under the Securities Act of 1933, as amended
(“Registration Statement”), declared effective on June 14, 2021 (“Effective Date”).


 


WHEREAS, the Founders have
agreed as a condition of the sale of the Units to deposit their shares of Class B common stock, par value $0.0001 per share, of the Company
(“Founder Shares”) in escrow as hereinafter provided.


 


WHEREAS, the Company and the
Founders desire that the Escrow Agent accept the Founder Shares, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of
Escrow Agent. The Company and the Founders 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 Shares.
On or before the Effective Date, the Founders’ respective Founder Shares set forth on Exhibit A hereto shall be deposited in escrow,
to be held and disbursed subject to the terms and conditions of this Agreement. The Founders acknowledge that the shares deposited in
escrow will be legended to reflect the deposit of such shares under this Agreement.


 


3. Disbursement of
the Escrow Shares.


 


3.1 If the over-allotment option
to purchase all or a portion of the additional 750,000 Units of the Company is not exercised in full within 45 days of the date of the
Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation,
at no cost, the number of Founder Shares held by the Sponsor determined by multiplying 187,500 by a fraction, (i) the numerator of which
is 750,000 minus the number of Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator
of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment
option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof.


 






     


     


    

 


3.2 Except as otherwise set
forth herein, the Escrow Agent shall hold the Founder Shares remaining after any cancellation required pursuant to Section 3.1 above (such
remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of one year after the date of the consummation
of an initial Business Combination and the date on which the closing price of the Common Stock equals or exceeds $12.00 per share (as
adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period
commencing 150 days after the consummation of an initial Business Combination (such period of time during which the Escrow Shares are
held in escrow, the “Escrow Period”). The Company shall promptly provide notice of the consummation of an initial Business
Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Founder’s
Escrow Shares to the applicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during
the Escrow Period, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction
which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock 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 (or the surviving entity), 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 Escrow Shares to the Founders.
The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2.


 


3.3 If the Escrow Agent
is notified by the Company pursuant to Section 6.7 hereof that the Company’s 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) is being
liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Founders promptly after the public
stockholders are paid the liquidating distributions and shall have no further duties hereunder.


 


4. Rights of Founders
in Escrow Shares.


 


4.1 Voting Rights as
a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Founders
shall retain all of their rights as stockholders of the Company as long as any shares are held in escrow pursuant to this Agreement, including,
without limitation, the right to vote such shares.


 


4.2 Dividends and Other
Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement, all dividends
payable in cash with respect to the Escrow Shares shall be paid to the Founders, but all dividends payable in stock 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 Escrow Period, the only permitted transfers of the Escrow Shares will be (i) among the Founders or to the Company’s
or the Founders’ members, officers, directors, consultants or their affiliates, (ii) to a Founder’s stockholders or members
upon such Founder’s liquidation, in each case if the Founder is an entity, (iii) by bona fide gift to a member of a Founder’s
immediate family or to a trust, the beneficiary of which is a Founder or a member of a Founder’s immediate family, in each case
for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic
relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii)
in connection with the consummation of a Business Combination at prices no greater than the price at which the Escrow Shares were originally
purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix)
in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital
stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their
Common Stock for cash, securities or other property; provided, however, that except for clauses (vi), (viii) or (ix) or with the Company’s
prior written consent, such permitted 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.


 






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4.4 Insider Letter.
The Founders have executed a letter agreement with the Company, dated as of the date hereof, the form of which is filed as an exhibit
to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Founders 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 in good faith 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.
Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including
reasonable 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 held by it hereunder, 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 Escrow Shares are to be disbursed 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.
Subject to Section 5.8 below, 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 Founders 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 the Escrow Shares over to a successor escrow agent appointed by the Company and approved by the Representative,
which approval will not be unreasonably withheld, conditioned or delayed. 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.


 






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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 all of the other parties hereto; provided, however, that such resignation shall become effective only upon the appointment of
a successor escrow agent selected by the Company and approved by the Representative, which approval will not be unreasonably withheld,
conditioned or delayed.


 


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
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 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.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes
of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives
the right to trial by jury.


 


6.2 Third Party Beneficiaries.
Each of the parties to this Agreement hereby acknowledges that the Representative is a third party beneficiary of this Agreement.


 


6.3 Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly
provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto.


 


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, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or
by electronic transmission:


 


If to the Company, to:


 


DILA Capital Acquisition Corp.


1395 Brickell Avenue, Suite
950


Miami, FL 33131


Attn:


Email:


 


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


 


and if to the Escrow Agent,
to:


 


Continental Stock Transfer
 & Trust Company


1 State Street


New York, New York 10004


Attn: Chairman


 






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A copy of any notice sent hereunder
shall be sent to:


 


EarlyBirdCapital,
Inc.


366 Madison Ave.,
8th Floor


New York, NY 10017


Attn: Steven Levine


Fax No.: (212) 661-4936


Email: slevine@ebccap.com


 


with a copy to: 


 


Greenberg Traurig,
P.A.


333 S.E. 2nd Avenue


Miami, FL 33131


Attn: Alan I. Annex,
Esq.


Fax No.: (305) 579-0717


Email: annexa@gtlaw.com


 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


Fax No.: (212) 818-8881


Email: dmiller@graubard.com


 


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
Trust Account. The Company shall give the Escrow Agent written notification of the liquidation of the Trust Account in the event that
the Company fails to consummate a Business Combination within the time period specified in the Company’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time.


 


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


 


[Signature Page Follows]


 






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


 


	 	DILA CAPITAL ACQUISITION CORP. 




 


		By:	/s/
                                            Eduardo Clave



		Name:	Eduardo Clave
		Title:	Chairman and CEO



 


	 	CONTINENTAL STOCK TRANSFER & TRUST

 COMPANY, as Escrow Agent




 


		By:	/s/
                                            Erika Young



		Name:	Erika Young
		Title:	Vice President



 


	 	FOUNDERS:




 


	 	DILA CAPITAL SPONSOR GROUP, LLC




 


		By:	/s/
                                            Eduardo Clave



		Name:	Eduardo Clave
		Title:	Sole Manager



 


	 	/s/ Luis F. Cervantes Coste
	 	Luis F. Cervantes Coste




 


	 	/s/ Yvonne Ochoa Rosellini
	 	Yvonne Ochoa Rosellini




 


	 	/s/ Armando Santacruz Gonzalez
	 	Armando Santacruz Gonzalez






 


[Signature Page to Stock Escrow Agreement]


 






     


     


    

 


EXHIBIT A


 


	Name and Address of Founder	 	Number of Shares