Exhibit 10.3


 





STOCK ESCROW AGREEMENT


 


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”).


 


WHEREAS, the Company has entered into
an Underwriting Agreement, dated January [__], 2018 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (the “Representative”)
acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 5,000,000 units (“Units”) of the Company, plus an additional 750,000
Units if the Representative exercises the over-allotment option in full. Each Unit consists of one share of the Company’s
Class A Common Stock, par value $.0001 per share (“Common Stock”) and one Warrant, each Warrant to purchase one share
of Common Stock, all as more fully described in the Company’s final Prospectus, dated January [__], 2018 (“Prospectus”)
comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-221957) under the Securities Act of
1933, as amended (collectively, the “Registration Statement”), declared effective on January [__], 2018 (“Effective
Date”) (the “IPO”).


 


WHEREAS, the Founder has agreed as a condition
of the sale of the Units to deposit its 1,437,500 shares of Class B Common Stock of the Company (“Founder’s Shares”),
as set forth opposite its name in Exhibit A attached hereto, in escrow as hereinafter provided.


 


WHEREAS, the Company and the Founder desire
that the Escrow Agent accept the shares, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of Escrow Agent.
The Company and the Founder hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement
and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


 


2. Deposit of Shares. On or
before the Effective Date, the Founder shall have delivered to the Escrow Agent certificates representing Founder’s Shares
(which may be in book entry form), to be held and disbursed subject to the terms and conditions of this Agreement. Founder acknowledges
that the certificate representing Founder’s Shares is legended (or if in book entry form, contains a notation) to reflect
the deposit of such shares under this Agreement.


 


3. Disbursement of the Escrow Shares.


 


3.1 If the Underwriters do not exercise
their over-allotment option to purchase all or a portion of the additional 750,000 Units of the Company within 45 days of the date
of the Prospectus (as described in the Underwriting Agreement), the Founder agrees that the Escrow Agent shall return to the Company
for cancellation, at no cost, a number of Founder’s Shares held by the Founder equal to 187,500 multiplied by a fraction,
(i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to
the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if
any, purchased by the Underwriters in connection with their exercise thereof.   


 


3.2 Except as otherwise set forth herein,
the Escrow Agent shall hold the Founder’s Shares remaining after any cancellation required pursuant to Section 3.1 above
(such remaining shares to be referred to herein as the “Escrow Shares”) until one year after the Company consummates
a business combination (as such term is described in the Registration Statement, a “Business Combination”) (the “Escrow
Period”). The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon
completion of the Escrow Period, the Company shall notify the Escrow Agent and the Escrow Agent shall disburse Founder’s
Escrow Shares to Founder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
that the Company is being liquidated, then the Escrow Agent shall deliver the Escrow Shares to the Founder; provided further, however,
that if, within one year after the Company consummates a Business Combination, the last sales price of the Common Stock equals
or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period, then the Escrow Agent will, upon receipt of a notice from the Company, in form reasonably
acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved,
as applicable, release 50% of the Escrow Shares to the Founder; provided further, however, that if, within one year after the Company
consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock
exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their
shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice from the Company,
in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions
have been achieved, as applicable, release all the Escrow Shares to the Founder. The Escrow Agent shall have no further duties
hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.


 






     


     


    

 


4. Rights of Founder in Escrow
Shares.


 


4.1 Voting Rights as a Stockholder.
Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Founder shall
retain all of its rights as a stockholder of the Company as long as any shares are held in escrow pursuant to this Agreement, including,
without limitation, the right to vote such shares.


 


4.2 Dividends and Other Distributions
in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement, all dividends payable
in cash with respect to the Escrow Shares shall be paid to the Founder, but all dividends payable in stock or other non-cash property
(“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used
herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3 Restrictions on Transfer.
During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the Company’s officers, directors,
employees, consultants or their affiliates, (ii) to Founder’s officers, directors, employees or members, (iii) by
bona fide gift to a member of the immediate family of a member of the Founder or to a trust, the beneficiary of which is a member
of the Founder or a member of the immediate family of a member of the Founder for estate planning purposes, (iv) by virtue
of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the
Company for no value for cancellation in connection with the consummation of a Business Combination or (vii) by private sales
of the Escrow Shares made at or prior to the consummation of a Business Combination at prices no greater than the price at which
the Escrow Shares were originally purchased; provided, however, that except for clause (vi) or with the Company’s prior consent,
such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms
and conditions of this Agreement and of the Insider Letter signed by the Founder transferring the shares.


 


4.4 Insider Letters. The Founder
has executed a letter agreement with the Company and the Representative, dated as of the date hereto, the form of which is filed
as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of Founder in
certain events, including, but not limited to, the liquidation of the Company.


 


5. Concerning the Escrow Agent.


 


5.1 Good Faith Reliance. The
Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment,
and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein
contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.  


 






     


     


    

 


5.2 Indemnification. The Escrow
Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim
which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder,
or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, fraud or willful misconduct
of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any
action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such
notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court
to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate
court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all
of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions
of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation. The Escrow
Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the administration
of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and
all taxes or other governmental charges.


 


5.4 Further Assurances. From
time to time on and after the date hereof, the Company and the Founder shall deliver or cause to be delivered to the Escrow Agent
such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure
itself that it is protected in acting hereunder.


 


5.5 Resignation. The Escrow
Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at
such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved by the Representative,
which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares held hereunder. If no new escrow agent
is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow
Shares with any court it reasonably deems appropriate in the State of New York.


 


5.6 Discharge of Escrow Agent.
The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time
by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment
by a successor escrow agent, and approval by the Representative, as provided in Section 5.5.


 


5.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence,
fraud or willful misconduct.


 


5.8 Waiver. The Escrow Agent
hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. 


 


6. Miscellaneous.


 


6.1 Governing Law. This Agreement
shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such personal jurisdiction, which jurisdiction shall be exclusive. Each of the
parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 






     


     


    

 


6.2 Third Party Beneficiaries.
The Founder hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement.


 


6.3 Entire Agreement. This
Agreement and each Insider Letter contain the entire agreement of the parties hereto with respect to the subject matter hereof
and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party
to be charged.


 


6.4 Headings. The headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.


 


6.5 Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and
assigns.


 


6.6 Notices. Any notice or
other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed,
certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed
given when so delivered personally or, if mailed, four business days after the date of mailing, as follows:


 


If to the Company, to:


 


MTech Acquisition Corp.


10124 Foxhurst Court,


Orlando, Florida 32836


Attn: Chief Executive Officer


 


If to a Founder, to his/it address set
forth in Exhibit A.


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer &
Trust Company


1 State Street 30th Floor


New York, NY 10004-1561


Attn: Chairman


 


A copy of any notice sent hereunder shall
be sent to:


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Fl.


New York, NY 10017


Attn: Steven Levine, Chief
Executive Officer


Fax No.: (212) 661-4936 


 


with a copy to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Douglas S. Ellenoff, Esq.


 






     


     


    

 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


The parties may change the persons and
addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner
provided herein for giving notice.


 


6.7 Liquidation of the Company.
The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that
the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


6.8 Counterparts. This Agreement
may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile transmission
and together shall constitute one instrument.


 


[Signature Page Follows]


 



     


     


    

 


WITNESS the execution of this Agreement
as of the date first above written.


  


	 	MTECH ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	
        Name: Scott Sozio

        Title: Chief Executive Officer 



 

	 	
        FOUNDER:

         

        MTECH SPONSOR LLC

        

	 	 	 
	 	By:	 
	 	 	
        Name: Scott Sozio

        Title: Managing Member of SS FL LLC, a managing member
of MTech Sponsor LLC

        

	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 
	 	 	
        Name: Margaret B. Lloyd

        Title: Vice President

        



   


[Signature Page to Stock Escrow Agreement]


 






     


     


    

 


EXHIBIT A


 


	Name and Address of Founder	 	Number of

Shares	 	 	Stock

Certificate

Number	 
	
        MTech Sponsor LLC

        10124 Foxhurst Court,

        Orlando, Florida 32836

        
	 	 	1,437,500	 	 	 	1