0001615774-18-000776 Sample Contracts

5,000,000 Units MTech acquisition corp. UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 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:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th 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”).

EARLYBIRDCAPITAL, INC. New York, New York 10017
Advisory Agreement • February 1st, 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”).

WARRANT AGREEMENT
Warrant Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (“Agreement”) dated as of January 29, 2018 is between MTech Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of January 29, 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”).

January 29, 2018
Underwriting Agreement • February 1st, 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.

MTech Acquisition Corp. 10124 Foxhurst Court, Orlando, Florida 32836 EarlyBirdCapital, Inc. New York, New York 10017
Underwriting Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York

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 AGREEMENT
Investment Management Trust Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York

This Agreement is made as of January 29, 2018 by and between MTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

MTECH ACQUISITION CORP. 10124 Foxhurst Court, Orlando, Florida 32836
Office Space and Administrative Services Agreement • February 1st, 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

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