Exhibit 10.2


 





INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as
of June 14, 2021 by and between DILA Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-254425 (“Registration Statement”) for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the
Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS, EarlyBirdCapital,
Inc. is acting as the representative (the “Representative”) of the several underwriters in the IPO; and


 


WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, as the same may
be amended from time to time (the “Certificate of Incorporation”), $55,000,000 ($63,250,000 if the over-allotment option
is exercised in full) of the proceeds from the IPO and a simultaneous private placement of units will be delivered to the Trustee to be
deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for
the benefit of the Company and the holders of the Company’s Class A common stock, par value $0.0001 per share (“Common
Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee will be referred to herein as
the “Property”; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1.                  
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)                
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee initially at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b)                Manage, supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)                In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company
Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated
under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while
invested and uninvested, the Trustee may earn bank credits or other consideration;


 


(d)                Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the
 “Property,” as such term is used herein;


 


(e)                Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)                Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 






     


     


    

 


(g)                
 Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and
when instructed by the Company to do so;


 


(h)                
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)                 
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, signed on behalf of the Company and, in the case of a Termination Letter in a form substantially similar to that
attached hereto as Exhibit A, jointly acknowledged and agreed to by the Representative, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (y) the date which is
the later of (1) 18 months after the closing of the Offering or (2) such later date as may be provided in the Company’s Certificate
of Incorporation, as amended (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders of record as of the
Last Date; and


 


(j)                 
Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf
of the Company by an authorized officer, distribute to Public Stockholders who exercised their conversion rights in connection with an
amendment to the Company’s Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligations
with respect to conversion rights as described in the Registration Statement or (B) with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination (as defined below) activity (an “Amendment”) an amount equal to the pro
rata portion of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion rights in connection
with such Amendment.


 


2.                  
Limited Distributions of Income from Trust Account.


 


(a)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by
the Company to cover any income or other tax obligation owed by the Company.


 


(b)                
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except
as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections
1(i) or 1(j) hereof.


 


3.                  
Agreements and Covenants of the Company. The Company agrees and covenants to:


 


(a)               
Give all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. In addition,
except with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care,
believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b)                
Subject to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for
expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee
of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends to seek indemnification
under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may
not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 






     


     


    

 


(c)                Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant
to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time
to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the
Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely in connection
with the consummation of a business combination (a “Business Combination”). The Company shall pay the Trustee the initial
acceptance fee and first annual fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)                In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote
of the Company’s stockholders regarding such Business Combination;


 


(e)                In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i),
the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)                If the Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the
form of Exhibit C providing instructions for the distribution of funds to Public Stockholders who exercise their conversion rights
in connection with such Amendment; and


 


(g)                Provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence
that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


4.                  
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)                Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee
shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b)                Institute any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding
of any kind with respect to, any of the Property unless and until the Trustee shall have received instructions from the Company given
as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)                Change the investment of any Property, other than in compliance with Section 1(c);


 


(d)                Refund any depreciation in principal of any Property;


 


(e)                Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)                The
other parties hereto or to anyone else for any action taken or omitted by the Trustee, or any action suffered by the Trustee to be
taken or omitted, in good faith and in the exercise of the Trustee’s best judgment, except for the Trustee’s gross
negligence, fraud or willful misconduct. The Trustee 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 Trustee), 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 Trustee, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are
affected, unless it shall give its prior written consent thereto;


 






     


     


    

 


(g)                Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)                File local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or
deliver payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i)                Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such
taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof);


 


(j)                Imply obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this
agreement and that which is expressly set forth herein; or


 


(k)                Verify calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j),
or 2(a) above.


 


5.                  
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6.                  
Termination. This Agreement shall terminate as follows:


 


(a)                
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)                
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section
1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b) and Section 5.


 


7.                  
Miscellaneous.


 


(a)                
The Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from
the Trust Account to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying information
relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any
error in the information supplied to it or funds transferred based on such information.


 


(b)                
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.


 






     


     


    

 


(c)                
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.


 


(d)                
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of a majority of
the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a
single class; provided that no such amendment will affect any Public Stockholder who has otherwise indicated his, her or its election
to convert his, her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement, including a corresponding
change to the Company’s Certificate of Incorporation), this Agreement or any provision hereof may only be changed, amended or modified
by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without
the prior written consent of the Representative. The Trustee may require from Company counsel an opinion as to the propriety of any proposed
amendment.


 


(e)                
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 facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


DILA Capital Acquisition Corp.


1395 Brickell Avenue, Suite 950


Miami, FL 33131


Attn:


Email:


 


in either case with a copy (which copy shall not
constitute notice) to:


 


Greenberg Traurig, P.A.


333 S.E. 2nd Avenue


Miami, FL 33131


Attn: Alan I. Annex, Esq.


Email: annexa@gtlaw.com


 


and


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor


New York, NY 10017


Attn: Steven Levine


Email: slevine@ebccap.com


 






     


     


    

 


and


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


Email: dmiller@graubard.com


 


(f)                 
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)                
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h)                
Each of the Company and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 



	 	CONTINENTAL STOCK TRANSFER 

 &
    TRUST COMPANY, as Trustee
	 	 
	 	By:  	/s/ Francis Wolf
	 	 	Name:   Francis Wolf
	 	 	Title:     Vice President
	 	 
	 	DILA CAPITAL ACQUISITION CORP.
    
	 	 
	 	By:	/s/ Jorge Velez
	 	 	Name:   Jorge Velez
	 	 	Title:     Chief Financial Officer
	 	 




 


[Signature Page to Investment Management
Trust Agreement]


 






     


     


    

  


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(j)	 	 	Prevailing rates	 


 






     


     


    

    


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account –
Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between DILA Capital Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company, dated as of _________, 2021 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [ ] (the “Target Business”) to consummate a business combination with
the Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 72 hours
in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the trust operating account at JPMorgan Chase Bank, N.A. (the “Trust Operating Account”) will be immediately available
for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in the Trust Operating Account awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written instructions from the Company
and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public
Stockholders who have properly exercised their conversion rights (“Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter,
in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of
all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation
Date as set forth in such notice as soon thereafter as possible.




 






    A-1


     


    

  


	 	Very truly yours,
	 	 
	 	DILA CAPITAL Acquisition Corp. 
	 	 
	 	By:   	 
	 	 	Name:
	 	 	Title:


  


	AGREED TO AND ACKNOWLEDGED BY:	 	 
	 	 	 
	EARLYBIRDCAPITAL, INC.	 	 
	 	 	 
	By:  	 	 	 
	 	Name:	 	 
	 	Title:	 	 



 






    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between DILA Capital Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company, dated as of _________, 2021 (“Trust Agreement”), this is to advise you that the Company
has been unable to effect a Business Combination with a target business within the time frame specified in the Company’s Certificate
of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into
a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected
[           , 20 ]1 as the effective date
for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree
to be the Paying Agent of record and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public
Stockholders in accordance with the terms of the Trust Agreement and the Company’s Certificate of Incorporation. Upon the distribution
of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	DILA CAPITAL Acquisition Corp.
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


   


cc: EarlyBirdCapital, Inc.


  


 






1 18 months from
the closing of the IPO or a later date, if extended.


 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account –
Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between DILA Capital Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company, dated as of _________, 2021 (“Trust Agreement”), this is to inform you that in connection
with the stockholder vote to approve an Amendment to the Company’s Certificate of Incorporation, Public Stockholders holding [____]
shares of the Company’s Common Stock have properly requested conversion of such shares for their pro rata portion of the Property
held in the Trust Account. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust
Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate such investments in the Trust Account on [ , 20 ], as required
to pay an aggregate of $[_________], or $[_________] per share, to the Public Stockholders that have properly requested conversion of
their shares of Common Stock for their pro rata portion of the Property held in Trust Account and to transfer the total proceeds into
the trust operating account at JPMorgan Chase Bank, N.A. to await distribution to such Public Stockholders. You agree to be the Paying
Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders that
have properly requested conversion of their shares of the Company’s Common Stock in accordance with the terms of the Trust Agreement
and the Company’s Certificate of Incorporation.


 


	 	Very truly yours,
	 	 
	 	DILA CAPITAL Acquisition Corp.
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


   


cc: EarlyBirdCapital, Inc.


 






    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account –
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 2(a) of
the Investment Management Trust Agreement between DILA Capital Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company, dated as of _________, 2021 (“Trust Agreement”), the Company hereby requests that you
deliver to the Company $[____] of the interest income earned on the Property as of the date hereof. Capitalized words used herein and
not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	dila capital Acquisition Corp. 
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


   


cc: EarlyBirdCapital, Inc.


 






    D-1