Exhibit 10.6 


 


DILA
CAPITAL Acquisition Corp.


1395 Brickell Avenue, Suite 950


Miami, FL 33131


 


June 14, 2021


 


DILA Capital Sponsor Group, LLC


1395 Brickell Avenue, Suite 950


Miami, FL 33131


 


Ladies and Gentlemen:


 


This letter will confirm our
agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration
Statement”) for the initial public offering (the “IPO”) of the securities of DILA Capital Acquisition
Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial
business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date
hereinafter referred to as the “Termination Date”), DILA Capital Sponsor Group, LLC (the “Sponsor”)
shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may
be reasonably required by the Company from time to time. In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per
month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have
any right, title, interest, cause of action or claim of any kind (each, a “Claim”) in or to any monies that
may be set aside in a trust account (the “Trust Account”) to be established upon the consummation of the IPO
for the benefit of the public stockholders of the Company and hereby waives any Claim it may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


This letter agreement constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	DILA
    CAPITAL ACQUISITION CORP.
	 	 
	 	By:	/s/ Eduardo Clave
	 	 	Name: Eduardo Clave
	 	 	Title:   Chairman and CEO




 


	AGREED TO
    AND ACCEPTED BY:	 
	 	 
	DILA CAPITAL SPONSOR GROUP, LLC	 
	 	 
	By:	/s/ Eduardo Clave	 
	 	Name: Eduardo Clave	 
	 	Title:   Sole Manager	 




 


[Signature
Page to Administrative Services Agreement]