AGREEMENT AND PLAN OF MERGERMerger Agreement • October 11th, 2018 • MTech Acquisition Corp • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation (“Purchaser”), (ii) MTech Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”), (iii) MTech Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) MTech Company Merger Sub LLC, a Colorado limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with Purchaser and Pubco, the “Purchaser Parties”), (v) MTech Sponsor LLC, a Florida limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the equity holders of Pubco (other than the Sellers (as defined below) and their successors and assignees) in accordance with the terms and condi
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 11th, 2018 • MTech Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “[__________]” (together with its successors, “Pubco”), (ii) MTech Sponsor LLC, a Florida limited liability company in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Merger Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
WAIVER AGREEMENTWaiver Agreement • October 11th, 2018 • MTech Acquisition Corp • Blank checks • New York
This Waiver Agreement (this “Agreement”) is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation (“Purchaser”), (ii) MJ Freeway LLC, a Colorado limited liability company (the “Company”), and (iii) MTech Sponsor LLC, a Florida limited liability company (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
