Exhibit 4.5


 


THE REGISTERED HOLDER OF THIS PURCHASE OPTION,
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED. THE REGISTERED
HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD
OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EARLYBIRDCAPITAL, INC. (THE “REPRESENTATIVE”)
OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE REPRESENTATIVE OR
OF ANY SUCH UNDERWRITER OR SELECTED DEALER, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(E)(2). ADDITIONALLY,
PURSUANT TO FINRA CONDUCT RULE 5110(E), THE PURCHASE OPTION (OR THE SHARES OF COMMON STOCK AND WARRANTS UNDERLYING THIS PURCHASE OPTION)
WILL NOT BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION
OF THE SECURITIES BY ANY PERSON FOR A PERIOD OF 180 DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE.


 


THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR
TO THE LATER OF THE CONSUMMATION BY DILA CAPITAL ACQUISITION CORP. (“COMPANY”) OF A MERGER, share
exchange, share reconstruction, RECAPITALIZATION OR amalgamation, contractual control arrangement with, purchasing all or substantially
all of the assets of, or engaging in any other similar business combination with one or more businesses or assets (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND __________ 2022.
VOID AFTER 5:00 P.M. EASTERN TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).


 


UNIT PURCHASE OPTION


FOR THE PURCHASE OF


_____ UNITS


OF


DILA CAPITAL ACQUISITION CORP.


 


1.                   Purchase
Option. THIS CERTIFIES THAT, in consideration of $___ duly paid by or on behalf of ______ (the
 “Holder”), as registered owner of this Purchase Option, to DILA Capital Acquisition Corp.
(“Company”), Holder is entitled, at any time or from time to time upon the later of the consummation of a
Business Combination or _________, 2022 (“Commencement Date”), and at or before 5:00 p.m., Eastern time,
on the five year anniversary of the effective date (“Effective Date”) of the Company’s registration
statement (“Registration Statement”) pursuant to which Units are offered for sale to the public
(“Offering”), but not thereafter (“Expiration Date”), to subscribe for, purchase
and receive, in whole or in part, up to ________ (______) units (“Units”) of the Company, each Unit
consisting of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one redeemable warrant (“Warrant(s)”), each Warrant to purchase one (1) share
of Common Stock. Each Warrant has the same terms as the warrant included in the Units being registered for sale to the public by way
of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking
institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such
a day in accordance with the terms herein. Notwithstanding anything to the contrary, the Holder agrees that it will not be permitted
to exercise this Purchase Option or the Warrants included in this Purchase Option after the five year anniversary of the Effective
Date. During the period beginning on the date hereof and ending on the Expiration Date, the Company agrees not to take any action
that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided,
however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option,
including the exercise price per Unit and the number of Units (and shares of Common Stock and Warrants) to be received upon such
exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the
adjusted exercise price, depending on the context.


 






     


     


    

 


		2.	Exercise.



 


2.1              
Exercise Form. In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable
in cash or by certified check or official bank check or pursuant to Section 2.3 hereof. If the Company does not cause the securities to
be issued upon proper exercise of this Purchase Option within five (5) days of the delivery of all items in the prior sentence, the Holder
shall be entitled to rescind its exercise and cause a new exercise of this Purchase Option to be effected when and if desired. If the
subscription rights represented hereby shall not be exercised at or before 5:00 p.m., New York City local time, on the Expiration Date,
this Purchase Option shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2              
Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such
securities have been registered under the Securities Act of 1933, as amended (“Act”):


 


“The securities represented by
this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The
securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the
Act, or pursuant to an exemption from registration under the Act and applicable state law.”


 


2.3              
Cashless Exercise.


 


2.3.1          Determination
of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is
exercisable (and in lieu of being entitled to receive shares of Common Stock and Warrants) in the manner required by Section 2.1,
the Holder shall have the right (but not the obligation) to convert on a cashless basis any exercisable but unexercised portion of
this Purchase Option into Units (“Cashless Exercise Right”) as follows: upon exercise of the Cashless
Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that
number of Units (or that number of shares of Common Stock and Warrants comprising that number of Units) equal to the number of Units
to be exercised multiplied by the quotient obtained by dividing (x) the “Value” (as defined below) of the portion of the
Purchase Option being converted by (y) the Current Market Value (as defined below). The “Value” of the portion of
the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii)
the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit
multiplied by the number of Units underlying the portion of the Purchase Option being converted.  As used herein, the term
 “Current Market Value” per Unit at any date means: (A) in the event that the Units, shares of Common Stock and Public
Warrants are still trading, (i) if the Units are listed on a national securities exchange or quoted on the OTC Bulletin Board (or
successor exchange), the average reported last sale price of the Units in the principal trading market for the Units as reported by
the exchange, Nasdaq or the Financial Industry Regulatory Authority (“FINRA”), as the case may be, for the
three trading days preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted
on the OTC Bulletin Board (or successor exchange), but are traded in the residual over-the-counter market, the average reported last
sale price for Units for the three trading days preceding the date in question for which such quotations are reported by the OTC
Markets, LLC or similar publisher of such quotations; (B) in the event that the Units are not still trading but the Common Stock and
Public Warrants underlying the Units are still trading, the aggregate of (i) the product of (x) the Current Market Price of the
Common Stock and (y) the number of the shares of Common Stock underlying one Unit, plus (ii) the product of (x) the Current Market
Price of the Public Warrants and (y) the number of the Warrants included in one Unit; or (C) in the event that neither the Units nor
Public Warrants are still trading, the aggregate of (i) the product of (x) the Current Market Price of the Common Stock and (y) the
number of the shares of Common Stock underlying one Unit plus (ii) the remainder derived from subtracting (x) the exercise price of
the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y)
the product of (aa) the Current Market Price of the shares of Common Stock multiplied by (bb) the number of shares of Common Stock
underlying the Warrants included in each such Unit. The “Current Market Price” shall mean (i) if the
shares of Common Stock (or Public Warrants, as the case may be) are listed on a national securities exchange or quoted on the OTC
Bulletin Board (or successor exchange), the average reported last sale price of the shares of Common Stock (or Public Warrants) in
the principal trading market for the Common Stock (or Public Warrants) as reported by the exchange or FINRA, as the case may be, for
the three trading days preceding the date in question; (ii) if the shares of Common Stock (or Public Warrants, as the case may be)
are not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but are traded in the
residual over-the-counter market, the average reported last sale price for the Common Stock (or Public Warrants) on for the three
trading days preceding the date in question for which such quotations are reported by the OTC Markets, LLC or similar publisher of
such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above,
such price as the Board of Directors of the Company shall determine, in good faith.  In the event the Public Warrants have
expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase
Option.


 






     


     


    

 


2.3.2         
Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or after
the Commencement Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed exercise form attached
hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number
of Units the Holder will purchase pursuant to such Cashless Exercise Right.


 


2.4              
No Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, in no event
will the Company be required to net cash settle the exercise of the Purchase Option or Warrants underlying the Purchase Option. The holder
of the Purchase Option and the Warrants included in the Purchase Option will not be entitled to exercise the Purchase Option or the Warrants
included in such Purchase Option unless it exercises such Purchase Option pursuant to the Cashless Exercise Right or a registration statement
is effective, or an exemption from the registration requirements is available at such time and, if the holder is not able to exercise
the Purchase Option or the underlying Warrants, the Purchase Option and/or the underlying Warrants, as applicable, will expire worthless.


 


		3.	Transfer.



 


3.1               General
Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge or hypothecate this Purchase Option (or the shares of Common Stock and Warrants underlying this Purchase Option) for
a period of 180 days pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules following the Effective Date to anyone other
than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or
partner of the Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e),
the Purchase Option (or the shares of Common Stock and Warrants underlying this Purchase Option) will not be the subject of any
hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any
person for a period of 180 days immediately following the Effective Date. On and after the 181st day following the Effective Date,
transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any
permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed,
together with the Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. The Company shall
within five business days transfer this Purchase Option on the books of the Company and shall execute and deliver a new Purchase
Option or Purchase Options of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of Units purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 






     


     


    

 


3.2              
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until
(i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from
registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability
of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities
has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 


		4.	New Purchase Options to be Issued.



 


4.1              
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for
cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price (except to the
extent that the Holder elects to exercise this Purchase Option by means of a cashless exercise as provided in Section 2.3 above) and/or
transfer tax, the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase
Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which
this Purchase Option has not been exercised or assigned.


 


4.2              
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft, mutilation
or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


		5.	Registration Rights.



 


5.1              
Demand Registration.


 


5.1.1          Grant
of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51%
of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”),
agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all
or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities
underlying such Purchase Options, including the Units, shares of Common Stock, Warrants and the shares of Common Stock underlying
the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best
efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable
Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement
or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time
during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of
Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders
of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial
Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable
Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a
 “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder
of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand
Registration under this Section 5.1 in respect of all Registrable Securities.


 






     


     


    

 


5.1.2         
Effective Registration. A registration will not count as a Demand Registration until the registration statement filed with
the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations
under this Agreement with respect thereto.


 


5.1.3         
Underwritten Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand
Notice, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering.
In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided
herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such underwriting by the Majority Holders.


 


5.1.4          Reduction
of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which
the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company
desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or
maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as
applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i)
first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number
of shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold
without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities registrable pursuant to the terms of the
Registration Rights Agreement between the Company and the initial investors in the Company, dated as of _______, 2021 (the
 “Registration Rights Agreement” and such registrable securities, the “Investor
Securities”) as to which piggy-back registration has been requested by the holders thereof, Pro Rata, that can be sold
without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been
reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be
sold without exceeding the Maximum Number of Shares.


 






     


     


    

 


5.1.5         
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled
to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the
effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to continue
its obligations under Section 5.1 with respect to such proposed offering.


 


5.1.6         
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including
the expenses of any one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities,
but the Holders shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register
the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall
the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be
obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation doing business in
such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of Common Stock of the Company.
The Company shall use its best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights
granted under Section 5.1.1 to remain effective until all the Registrable Securities have been sold or can be freely sold without registration
and without limitation under Rule 144.


 


5.2              
Piggy-Back Registration.


 


5.2.1          Piggy-Back
Rights. If at any time during the seven year period commencing on the Effective Date the Company proposes to file a registration
statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, by the Company for its own account and/or for shareholders of the Company
for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 5.1),
other than a registration statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written
notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than fifteen
(15) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number
of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a
 “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a
Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such Piggy-Back Registration.


 






     


     


    

 


5.2.2         
Reduction of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common
Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 5.2, and the shares of Common Stock, if any, as to which registration
has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the
Maximum Number of Shares, then the Company shall include in any such registration:


 


(a)               
If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised
of Registrable Securities and Investor Securities, as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and
(C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of
Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


(b)               
If the registration is a “demand” registration undertaken at the demand of holders of Investor Securities, (A) first,
the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the
shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold
without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum
Number of Shares; and


 


(c)                If
the registration is a “demand” registration undertaken at the demand of persons other than either the holders of
Registrable Securities or of Investor Securities, (A) first, the shares of Common Stock or other securities for the account of the
demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities
comprised of Registrable Securities and Investor Securities, Pro Rata, as to which registration has been requested pursuant to the
terms hereof and of the Registration Rights Agreement, as applicable, that can be sold without exceeding the Maximum Number of
Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B)
and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 






     


     


    

 


5.2.3         Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration
statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in
connection with such Piggy-Back Registration as provided in Section 5.2.4.


 


5.2.4         
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses
of any one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders
shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the
Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the
proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration
statement filed (during the period in which the Purchase Option is exercisable) by the Company until such time as all of the Registrable
Securities have been registered and sold. The Holders of the Registrable Securities shall exercise the piggy-back rights provided for
herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration
statement. The Company shall use its best efforts to cause any registration statement filed pursuant to the above piggy-back rights to
remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity
to sell all of such securities.


 


5.3              
General Terms.


 


5.3.1          Indemnification.
The Company shall, to the fullest extent permitted by applicable law, indemnify the Holder(s) of the Registrable Securities to be
sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of
Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or threatened, or any claim
whatsoever whether arising out of any action between the underwriter and the Company or between the underwriter and any third party
or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to
indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the Company, the Representative and the
other underwriters named therein dated the Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant to such
registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and
directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject
under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their
successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect
as the provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify
the Company.


 






     


     


    

 


5.3.2         
Exercise of Purchase Options. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to
exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration
statement or the effectiveness thereof.


 


5.3.3         
Documents Delivered to Holders. The Company shall furnish the Representative, as representative of the Holders participating
in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s
financial statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to the Representative,
as representative of the Holders participating in the offering, the correspondence and memoranda described below and copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff
with respect to the registration statement and permit the Representative, as representative of the Holders, to do such investigation,
upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and
at such reasonable times and as often as the Representative, as representative of the Holders, shall reasonably request. The Company shall
not be required to disclose any confidential information or other records to the Representative, as representative of the Holders, or
to any other person, until and unless such persons shall have entered into reasonable confidentiality agreements (in form and substance
reasonably satisfactory to the Company), with the Company with respect thereto.


 


5.3.4          Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to Section 5.1, which managing underwriter shall be reasonably
acceptable to the Company. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their
Registrable Securities and may, at their option, require that any or all of the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such agreement shall
be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such
representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that
type used by the managing underwriter. Such Holders shall not be required to make any representations or warranties to or agreements
with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such
Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling shareholders as are
customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate
custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to
any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as
shall be reasonably required to effect the registration of the Registrable Securities.


 






     


     


    

 


5.3.5         
Rule 144 Sale. Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation
pursuant to Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144
as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the number of Registrable
Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an
affiliate within the meaning of Rule 144).


 


5.3.6         
Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event
as a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus,
and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to
the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of
the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


		6.	Adjustments.



 


6.1              
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Units underlying the Purchase
Option shall be subject to adjustment from time to time as hereinafter set forth:


  


6.1.1         
Share Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding shares of Common Stock is increased by a share dividend payable in shares of Common Stock or by a split-up of shares of Common
Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying each of the Units purchasable
hereunder shall be increased in proportion to such increase in outstanding shares. In such case, the number of shares of Common Stock,
and the exercise price applicable thereto, and the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance
with the terms of the Warrants.


 


6.1.2          Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on
the effective date thereof, the number of shares of Common Stock underlying each of the Units purchasable hereunder shall be
decreased in proportion to such decrease in outstanding shares. In such case, the number of shares of Common Stock, and the exercise
price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance
with the terms of the Warrants.


 






     


     


    

 


6.1.3         
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares
of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase
Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option) to receive upon the exercise
hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this
Purchase Option and the underlying Warrants immediately prior to such event; and if any reclassification also results in a change in shares
of Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section
6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers.


 


6.1.4         
Changes in Form of Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this
Section, and Purchase Options issued after such change may state the same Exercise Price and the same number of Units as are stated in
the Purchase Options initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Options
reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date
or the computation thereof.


 


6.2              
Substitute Purchase Option. In case of any consolidation of the Company with, or merger of the Company with, or merger of
the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of
the outstanding shares of Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder
a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the
right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and
amount of shares and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of
Common Stock of the Company for which such Purchase Option might have been exercised immediately prior to such consolidation, merger,
sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments provided
in Section 6. The above provision of this Section shall similarly apply to successive consolidations or mergers.


 


6.3              
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares
of Common Stock or Warrants upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any
fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up
to the nearest whole number of Warrants, shares of Common Stock or other securities, properties or rights (or as otherwise provided pursuant
to the Warrants Agreement).


  






     


     


    

 


7.                  
 Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of issuance upon exercise of the Purchase Options or the Warrants underlying the Purchase
Option, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof.
The Company covenants and agrees that, upon exercise of the Purchase Options and payment of the Exercise Price therefor, all shares of
Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Warrants underlying
the Purchase Options and payment of the respective Warrant exercise price therefor, all shares of Common Stock and other securities issuable
upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.
As long as the Purchase Options shall be outstanding, the Company shall use its best efforts to cause all (i) Units and shares of Common
Stock issuable upon exercise of the Purchase Options, (ii) Warrants issuable upon exercise of the Purchase Options and (iii) shares of
Common Stock issuable upon exercise of the Warrants included in the Units issuable upon exercise of the Purchase Option to be listed and/or
quoted (subject to official notice of issuance) on all securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor
trading market) on which the Units, the shares of Common Stock or the Public Warrants issued to the public in connection herewith may
then be listed and/or quoted.


 


8.                  
Certain Notice Requirements.


 


8.1              
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote
or consent as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of
the Company. If, however, at any time prior to the expiration of the Purchase Options and their exercise, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least 15 days
prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled
to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case
may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders
of the Company at the same time and in the same manner that such notice is given to the shareholders.


 


8.2              
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of
the following events: (i) if the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out
of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the
Company shall offer to all the holders of its shares of Common Stock any additional shares of the Company or securities convertible into
or exchangeable for shares of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property,
assets and business shall be proposed.


 


8.3              
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating the same and shall be certified as being true and accurate
by the Company’s Chief Executive Officer.


 






     


     


    

 


8.4              
 Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Option shall be in
writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to
the registered Holder of the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company,
to the following address or to such other address as the Company may designate by notice to the Holders:


 


DILA Capital Acquisition Corp.


1395 Brickell Ave., Ste. 950


Miami, FL 33131


Fax: __________________


Attn:


Email: _________________


   


		9.	Miscellaneous.



 


9.1              
Amendments. The Company and the Representative may from time to time supplement or amend this Purchase Option without the
approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective
or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder
that the Company and the Representative may deem necessary or desirable and that the Company and the Representative deem shall not adversely
affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.


 


9.2              
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit
or affect the meaning or interpretation of any of the terms or provisions of this Purchase Option.


 


9.3              
Entire Agreement. This Purchase Option (together with the other agreements and documents being delivered pursuant to or
in connection with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4              
Binding Effect. This Purchase Option shall inure solely to the benefit of and shall be binding upon the Holder and the Company
and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions herein
contained.


 


9.5               Governing
Law; Submission to Jurisdiction. This Purchase Option shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware, without giving effect to the conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding, or claim against it arising out of or relating in any way to this Purchase Option shall be brought and enforced
in the courts of the State of Delaware under the accelerated adjudication procedures of the Commercial Division, or in the United
States District Court for the State of Delaware, as applicable, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.
The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in
connection with the preparation therefor.


 






     


     


    

 


9.6              
Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option
shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective unless
set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach
or non-compliance.


 


9.7              
Execution in Counterparts. This Purchase Option may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one
and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.


 


9.8              
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that,
at any time prior to the complete exercise of this Purchase Option by Holder, if the Company and the Representative enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Options will be exchanged
for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Remainder of page intentionally left blank]


 






     


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Purchase Option to be signed by its duly authorized officer as of the _____ day of ___________, 2021.


 


	 	DILA CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     


     


    

 


Form to be used to exercise Purchase Option:


 


DILA Capital Acquisition Corp.


1395 Brickell Ave., Ste. 950


Miami, FL 33131


Fax: __________________


Email: _________________


 


Attn.: __________________


 


Date: _________________, 20___


 


The undersigned hereby elects
irrevocably to exercise all or a portion of the within Purchase Option and to purchase ____ Units of DILA Capital Acquisition Corp. and
hereby makes payment of $____________ (at the rate of $_________ per Unit) in payment of the Exercise Price pursuant thereto. Please issue
the securities as to which this Purchase Option is exercised in accordance with the instructions given below.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase _________ Units purchasable under the within Purchase Option by surrender of the unexercised
portion of the attached Purchase Option (with a “Value” based of $_______ based on a “Market Price” of $_______).
Please issue the securities comprising the Units as to which this Purchase Option is exercised in accordance with the instructions given
below.


 


	 	 
	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


  


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name


	 
	 (Print in Block Letters)


 


Address 


	 


 






     


     


    

 


Form to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect
a transfer of the within Purchase Option):


 


FOR VALUE RECEIVED,                                           does
hereby sell, assign and transfer unto
                              
the right to purchase __________ Units of DILA Capital Acquisition Corp. (“Company”) evidenced by the
within Purchase Option and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated: ___________________, 20__


 


	 	 
	 	Signature
	 	 
	 	 
	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).