5,000,000 Units MTech acquisition corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
MTech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
MTech Acquisition Corp.Securities Subscription Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
We are pleased to accept the offer MTech Sponsor LLC (the “Subscriber” or “you”) has made to purchase 1,437,500 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 187,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of MTech Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__]th day of January, 2018, by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), and MTech Sponsor LLC, a Florida limited liability company (the “Sponsor”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 6th day of December 2017, by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 10124 Foxhurst Court, Orlando, Florida 32836, and MTech Sponsor LLC, a Florida limited liability company (the “Subscriber”), having its principal place of business at 10124 Foxhurst Court, Orlando, Florida 32836.
WARRANT AGREEMENTWarrant Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of January [__], 2018 is between MTech Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2018, by and between MTECH ACQUISITION CORP., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of January [__], 2018 (“Agreement”), by and among MTECH ACQUISITION CORP., a Delaware corporation (“Company”), MTECH SPONSOR LLC, a Florida limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
MTech Acquisition Corp. 10124 Foxhurst Court, Orlando, Florida 32836 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
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 AND WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, OR HYPOTHECATE THIS PURCHASE OPTION...Purchase Option Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY MTECH ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION, OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1, FILE NO. 333-221957)(THE “REGISTRATION STATEMENT”) AND ________ ___, 2019. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE FIVE-YEAR ANNIVERSARY OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT.
MTech Acquisition Corp. 10124 Foxhurst Court, Orlando, Florida 32836 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
This Agreement is made as of January [__], 2018 by and between MTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby MTech Acquisition Corp., a Delaware corporation (the “Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-221957) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
MTECH ACQUISITION CORP. 10124 Foxhurst Court, Orlando, Florida 32836Office Space and Administrative Services Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks
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 MTech 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”), MTech Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 10124 Foxhurst Court, Orlando, Florida 32836 (or any successor location). In exchange therefor, the Company shall pay MTech Sponsor LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. MTech Sponsor LLC hereby agrees th
