Exhibit 10.4





 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS, the Sponsor currently holds all
of the issued and outstanding securities of the Company;


 


WHEREAS, the Sponsor and the Company desire
to enter into this Agreement to provide the Sponsor with certain rights relating to the registration of shares of Common Stock,
Founder’s Units (defined below) and Working Capital Units (defined below) held by them;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS. The following
capitalized terms used herein have the following meanings:


 


“Agreement” means
this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Class A Common Stock”
means the Class A common stock, par value $0.0001 per share, of the Company.


 


“Class B Common Stock”
means the Class B common stock, par value $0.0001 per share, of the Company.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.


 


“Common Stock”
means the Class A Common Stock and the Class B Common Stock, collectively.


 


“Company” is
defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Form S-3” is
defined in Section 2.3.


 


“Founder Units”
means the units being purchased privately by the Sponsor simultaneously with the consummation of the Company’s initial public
offering (including to a certain extent in connection with the consummation of the underwriters’ over-allotment option related
thereto).


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 






     


     


    




 


“Notices” is
defined in Section 6.3.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Register,” “Registered” and
“Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registrable Securities”
means (i) all of the shares of Class B Common Stock beneficially owned or held by Sponsor prior to the consummation of the Company’s
initial public offering, (ii) all of the Founder’s Units (and underlying securities), and (iii) all of the Working Capital
Units (and underlying securities). Registrable Securities include any warrants, shares of capital stock or other securities of
the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of Common
Stock, Founder’s Units (and underlying securities) and Working Capital Units (and underlying securities). As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred,
new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be
outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form
S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange
for securities or assets of another entity).


 


“Release Date”
means the date on which shares of Class B Common Stock are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow
Agreement dated as of September 14, 2017 by and among the parties hereto and Continental Stock Transfer & Trust Company.


 


“Rule 144” means
Rule 144 promulgated under the Securities Act.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Sponsor” is
defined in the preamble to this Agreement. 


 


“Sponsor Indemnified Party”
is defined in Section 4.1.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 


“Working Capital Units”
means the units held by Sponsor or officers or directors of the Company, or their affiliates, which may be issued in payment of
working capital loans made to the Company. 


 


2. REGISTRATION RIGHTS.


 


2.1 Demand Registration.


 


2.1.1. Request for Registration.
At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to
the Founder’s Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months
prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder’s
Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case
may be, held by the Sponsor, officers or directors of the Company or their affiliates, or the transferees of the Sponsor, may make
a written demand for registration under the Securities Act of all or part of their Founder’s Units (or underlying securities),
Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify
all holders of Registrable Securities of the demand, and 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 ten (10) 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 2.1.4 and the provisos set forth in Section 3.1.1.
The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1
in respect of all Registrable Securities.


 






     


     


    




 


2.1.2. 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; provided, however, that if, after such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or
any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not
to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders thereafter affirmatively elect to continue the offering and notify the
Company in writing, but in no event later than five (5) days of such election; provided, further, that the Company shall not be
obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration
or is terminated.


 


2.1.3. Underwritten Offering.
If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand
for a Demand Registration, 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 a majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4. Reduction of Offering.
If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good faith, 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 stockholders 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) 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 Demanding Holder has requested be included in such registration, regardless of the number of shares held
by each such Demanding Holder (such proportion is referred to herein as “Pro Rata”)) that can be sold
without exceeding the Maximum Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under
the foregoing clause (i), the Registrable Securities of holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2; (iii) 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 that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (iv) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(i), (ii) and (iii), the shares of Common Stock or other securities registrable pursuant to the terms of the Unit Purchase Option
issued to EarlyBirdCapital, Inc. or its designees in connection with the Company’s initial public offering (the “Unit
Purchase Option” and such registrable securities, the “Option 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 (v) to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses
(i), (ii), (iii) and (iv), 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.  


 






     


     


    




  


2.1.5. 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 such registration shall not count as a Demand Registration
provided for in this Section 2.1.


 


2.2 Piggy-Back Registration.


 


2.2.1. Piggy-Back Rights.
If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration
Statement under the Securities 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 or for stockholders of the Company
for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (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 ten (10) 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 five (5) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall, in good faith, 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. 


 


2.2.2. 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 separate
written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, 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 stockholders 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) 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) 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 Option 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) 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; and


 






     


     


    




 


b) If the registration is a “demand”
registration undertaken at the demand of holders of Option Securities, (A) 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) 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) 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 comprised 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) 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.


 


c) If the registration is a “demand”
registration undertaken at the demand of persons or entities other than the holders of Registrable Securities or Option Securities,
(A) 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) 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) 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 comprised of Registrable Securities and Option Securities, Pro Rata, as to
which registration has been requested pursuant to the terms hereof and the Unit Purchase Option, as applicable, that can be sold
without exceeding the Maximum Number of Shares; and (D) 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.


 


2.2.3. 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 3.3.


 


2.2.4. Unlimited Piggy-Back Registration
Rights. For purposes of clarity, any registration effected pursuant to Section 2.2 hereof shall not be counted as
a registration pursuant to a Demand Registration effected under Section 2.1 hereof.  


 


2.3 Registrations on Form S-3.
The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale
of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such
time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request
through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed
registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to
include all or a portion of such holder’s Registrable Securities in such registration shall so notify the Company, in writing,
within ten (10) days after the receipt by the holder of the notice from the Company, and, as soon as practicable thereafter but
not more than twelve (12) days after the Company’s initial receipt of such written request for a registration, effect the
registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder
or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration
pursuant to this Section 2.3 if: (i) Form S-3 is not available for such offering; or (ii) the holders of the Registrable Securities,
together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 






     


     


    




 


3. REGISTRATION PROCEDURES.


 


3.1 Filings; Information. Whenever
the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its
best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution
thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1. Filing Registration Statement.
The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand
Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable
Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best
efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; provided,
however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back
Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration
relates, in each case if the Company shall furnish to the holders a certificate signed by the Chairman of the Board of Directors
or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially
detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further,
however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than
once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2. Copies. The Company
shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to
the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits
thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each
preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal
counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3. Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any
such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such
securities have been withdrawn. 


 


3.1.4. Notification. After
the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement
any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment
or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities
included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to
be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such
documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement
thereto, including documents incorporated by reference, to which such holders or their legal counsel shall reasonably object.


 






     


     


    




 


3.1.5. Securities Laws Compliance.
The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities or securities exchanges, including the Nasdaq Capital Market, as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the
holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities
in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6. Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities
included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required
to make any representations or warranties in the underwriting agreement except as reasonably requested by the Underwriters and,
if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack
of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written
information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7. Cooperation. The principal
executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such
offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors. 


 


3.1.8. Records. The Company
shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained
by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them
in connection with such Registration Statement. 


 






     


     


    




 


3.1.9. Opinions and Comfort Letters.
The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart,
addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter
from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered
to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10. Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its stockholders, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, beginning
within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11. Listing. The Company
shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 


3.1.12. Transfer Agent. The
Company shall provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later
than the effective date of the registration statement.


 


3.1.13. Misstatements. The
Company shall notify the holders at any time when a prospectus relating to such registration statement is required to be delivered
under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement,
as then in effect, includes an untrue statement of a material fact or an omission to state a material fact required to be stated
in a registration statement or prospectus, or necessary to make the statements therein in the light of the circumstances under
which they were made not misleading (a “Misstatement”), and then to correct such Misstatement.


 


3.2 Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the
case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written
insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information,
each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact
in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver
to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus
covering such Registrable Securities at the time of receipt of such notice. 


  


3.3 Registration Expenses.
The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any
Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses
incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement
becomes effective, including, without limitation: (i) all registration and filing fees and fees of any securities exchange on which
the Class A Common Stock is then listed; (ii) fees and expenses of compliance with securities or “blue sky” laws (including
fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of the Registrable Securities);
(iii) printing, messenger, telephone and delivery expenses; (iv) the Company’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of
the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements
of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii)
the fees and expenses of any special experts retained by the Company in connection with such registration; and (ix) the fees and
expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such
registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the
Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by
such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the
underwriter pro rata in proportion to the respective amount of shares each is selling in such offering. 


 






     


     


    




 


3.4 Information. The holders
of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with
the Company’s obligation to comply with federal and applicable state securities laws.


 


3.5 Requirements for Participation
in Underwritten Offerings and Limitations on Registration Rights. No person may participate in any underwritten offering for
equity securities of the Company pursuant to a registration initiated by the Company hereunder unless such person (i) agrees to
sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements. Notwithstanding anything herein
to the contrary, (i) EarlyBirdCapital, Inc. may not exercise its rights under Sections 2.1 and 2.2 hereunder after five (5) and
seven (7) years after the effective date of the registration statement relating to the Company’s initial public offering,
respectively, and (ii) EarlyBirdCapital, Inc. may not exercise its rights under Section 2.1 more than one time.


 


3.6 Suspension of Sales; Adverse
Disclosure. Upon receipt of written notice from the Company that a registration statement or prospectus contains a Misstatement,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented
or amended prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such
supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company
that the use of the prospectus may be resumed. If the filing, initial effectiveness or continued use of a registration statement
in respect of any registration at any time would require the Company to make an Adverse Disclosure (as defined below) or would
require the inclusion in such registration statement of financial statements that are unavailable to the Company for reasons beyond
the Company’s control, the Company may, upon giving prompt written notice of such action to the holders, delay the filing
or initial effectiveness of, or suspend use of, such registration statement for the shortest period of time, but in no event more
than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises
its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to
above, their use of the prospectus relating to any registration in connection with any sale or offer to sell Registrable Securities.
The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this
Section 3.6. “Adverse Disclosure” shall mean any public disclosure of material non-public information,
which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company,
after consultation with counsel to the Company, (i) would be required to be made in any registration statement or prospectus in
order for the applicable registration statement or prospectus not to contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus,
in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time
if the registration statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such
information public. 


 


3.7 Reporting Obligations.
As long as any holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly
furnish the holders with true and complete copies of all such filings. The Company further covenants that it shall take such further
action as any holder may reasonably request, all to the extent required from time to time to enable such holder to sell shares
of the Common Stock held by such holder without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any holder, the Company
shall deliver to such holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 


 






     


     


    




  


4. INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification by the Company.
The Company agrees to indemnify and hold harmless the Sponsor and each other holder of Registrable Securities, and each of their
respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls
the Sponsor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) (each, an “Sponsor Indemnified Party”), from and against any expenses, losses,
judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly
untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged
omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and
relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly
reimburse the Sponsor Indemnified Party for any legal and any other expenses reasonably incurred by such Sponsor Indemnified Party
in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability
arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such
Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in
reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use
therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors,
partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.


 


4.2 Indemnification by Holders
of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify
and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other selling holder
and each other person, if any, who controls another selling holder or such underwriter within the meaning of the Securities Act,
against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling
person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such
loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and
not joint and shall be limited to the amount of any net proceeds actually received by such selling holder. Each selling holder
of Registrable Securities shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors,
partners, members and agents and each person who controls such Underwriter to the same extent as provided in the foregoing with
respect to indemnification of the Company. 


  






     


     


    




 





4.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect
of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person
(the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or
action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal
or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs
of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named
as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel)
to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect
of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel
to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of
both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement
of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release
of such Indemnified Party from all liability arising out of such claim or proceeding.




 


4.4 Contribution.


 


4.4.1. If the indemnification provided
for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability
or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section
4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred
to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of
the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. 


 


4.5 Survival. The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of
the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of
securities.


 






     


     


    




 


5. UNDERWRITING AND DISTRIBUTION.


 


5.1 Rule 144. The Company covenants
that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further
action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such rules may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission. 


 


6. MISCELLANEOUS.


 


6.1 Other Registration Rights.
The Company represents and warrants that no person, other than a holder of the Registrable Securities and the representative of
the underwriters of the Company’s initial public offering, has any right to require the Company to register any shares of
the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed
by the Company for the sale of shares of capital stock for its own account or for the account of any other person. Further, the
Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar
terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this
Agreement shall prevail.


 


6.2 Assignment; No Third Party
Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated
by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of
any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall
inure to the benefit of each of the parties and the permitted assigns of the Sponsor or holder of Registrable Securities or of
any assignee of the Sponsor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits
on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment
by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee,
in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished
by an addendum or certificate of joinder to this Agreement).


 


6.3 Notices. All notices, demands,
requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be
deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided,
that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed
given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following
timely delivery of such notice to a reputable air courier service with an order for next-day delivery. 


 


To the Company:


 


MTech Acquisition Corp.


10124 Foxhurst Court,


Orlando, Florida 32836


Attn: Chief Executive Officer


 


with a copy to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York NY 10105


Attn: Stuart Neuhauser, Esq.


 






     


     


    




 


To and Sponsor, to the address set forth
below such Investor’s name on Exhibit A hereto.


 


6.4 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5 Counterparts. This Agreement
may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


6.6 Entire Agreement. This
Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto
and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or
written.


 


6.7 Modifications and Amendments.
Upon the written consent of the Company and the holders of at least sixty-six and two-thirds percent (66-2/3%) of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one holder of Registrable Securities, solely in its
capacity as a holder of the shares of Common Stock of the Company, in a manner that is materially different from the other holders
of Registrable Securities (in such capacity) shall require the consent of the holder so affected. No course of dealing between
any holders of Registrable Securities or the Company and any other party hereto or any failure or delay on the part of a holder
of Registrable Securities or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of
any rights or remedies of any holder of Registrable Securities or the Company. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or
thereunder by such party.


 


6.8 Titles and Headings. Titles
and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


6.9 Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such
waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has
occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed
a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension
of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other
obligations or acts. 


 


6.10 Remedies Cumulative. In
the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Sponsor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action
at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any
such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or
to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any
other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or
otherwise.


 


6.11 Governing Law. This Agreement
shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof
that would compel the application of the substantive laws of any other jurisdiction.


 






     


     


    




 


6.12 Waiver of Trial by Jury.
Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other
proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 


 






     


     


    




 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	COMPANY:
	 	 
	 	MTECH ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:  Scott Sozio
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	SPONSOR:
	 	 
	 	MTECH SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name: Scott Sozio
	 	 	Title: Managing Member of SS FL LLC, a managing member of MTech Sponsor LLC 


 


[Signature Page to Registration Rights
Agreement]


 






     


     


    




 


EXHIBIT A


 


	Name	 	Address
	MTech Sponsor LLC	 	10124 Foxhurst Court, Orlando, Florida 32836