Exhibit
4.1





 


WARRANT
AGREEMENT


 





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”).


 


WHEREAS,
the Company has received a binding commitment from its sponsor to purchase an aggregate of 225,000 units (or up to 243,750 units
if the underwriters’ over-allotment is exercised in full), each unit (“Unit”) comprised of one share of Class
A common stock of the Company, $0.0001 par value (“Common Stock”) and one warrant to purchase one share of Common
Stock for $11.50 per share, subject to adjustment as described herein, pursuant to a Unit Subscription Agreement (the “Sponsor
Unit Purchase Agreement”), and in connection therewith, will issue and deliver up to an aggregate of 225,000 warrants (or
up to 243,750 warrants if the underwriters’ over-allotment is exercised in full) (“Placement Warrants”), upon
consummation of such private placement (the “Private Offering”); and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (defined
below), the Sponsor or an affiliate of the Sponsor or the Company’s executive officers and directors or their affiliates
may loan to the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into up to an additional
150,000 Units, resulting in the issuance of up to an additional 150,000 warrants (“Working Capital Warrants”);


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue
and deliver (i) up to 5,000,000 warrants (or up to 5,750,000 warrants if the underwriters’ over-allotment is exercised in
full) (“Public Warrants”) to the public investors and (ii) 250,000 warrants (underlying unit purchase options) to
EarlyBirdCapital, Inc. (“EBC”) or its designees (“EBC Warrants” and, together with the Placement Warrants,
Working Capital Warrants and Public Warrants, the “Warrants”); and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, No. 333-221957 (“Registration
Statement”) for the registration, under the Securities Act of 1933, as amended (“Act”), of, among other securities,
the Warrants; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


  


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and
the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.


 


2. Warrants.


 


2.1. Form
of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the
Board of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a
facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall
have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.


 






     


     


    

 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and
be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or
the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case
as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have
the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance
with the terms of this Agreement.


 


2.3. Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following
the date of the prospectus or, if such 90th day is not on a day, other than Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier with the consent of EBC, but in no event will EBC allow separate trading
of the securities comprising the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received
by the Company from the exercise of the underwriters’ over-allotment option in the Public Offering, if the over-allotment
option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release and has filed a Current
Report on Form 8-K announcing when such separate trading shall begin (the “Detachment Date”).


 


2.6. Placement
Warrant and Working Capital Warrant Attributes. The Placement Warrants and Working Capital Warrants will be issued in the
same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a
cashless basis at the holder’s option, in either case as long as the Placement Warrants and Working Capital Warrants are
held by the initial holders or their affiliates and permitted transferees (as prescribed in Section 5.6 hereof). Once a Placement
Warrant or Working Capital Warrant is transferred to a holder other than an affiliate or permitted transferee, it shall be treated
as a Public Warrant hereunder for all purposes. 


 


2.7. EBC
Warrants. The EBC Warrants shall be exercisable only upon the exercise of the purchase option issued to EBC and shall have
the same terms and be in the same form as the Public Warrants. The provisions of this Section 2.7 may not be modified, amended
or deleted without the prior written consent of EBC.


 






     


     


    

 


3. Terms
and Exercise of Warrants


 


3.1. Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section
3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at which the shares of Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the
Company shall provide at least twenty (20) days prior written notice of such reduction to registered holders of the Warrants and,
provided further that any such reduction shall be applied consistently to all of the Warrants.


 


3.2. Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of
30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (“Business Combination”)
(as described more fully in the Registration Statement) or 12 months from the closing of the Public Offering, and terminating
at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination and
(ii) the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”). The period of time from
the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the
“Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder),
each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least
twenty (20) days prior written notice of any such extension to registered holders and, provided further that any such extension
shall be applied consistently to all of the Warrants.


 


3.3. Exercise
of Warrants.


 


3.3.1. Payment. Subject
to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised
by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant,
duly executed, and by paying in full the Warrant Price for each share of Common Stock as to which the Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Warrant, as follows:


 


(a) by
certified check payable to the order of the Warrant Agent or by Wire Transfer; or


 


(b) in
the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by
(y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average
reported last sale price of the Common Stock for the five (5) trading days ending on the third trading day prior to the date on
which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or 


 


(c) with
respect to any Placement Warrants or Working Capital Warrants, so long as such Placement Warrants or Working Capital Warrants
are held by the initial holders of the Placement Warrants or Working Capital Warrants or their permitted transferees, by surrendering
such Placement Warrants or Working Capital Warrants for that number of shares of Common Stock equal to the quotient obtained by
dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for
purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the
Common Stock for the five (5) trading days ending on the third trading day prior to the date of exercise; or


 






     


     


    

 


(d) in
the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after
the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however,
that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely
for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of
the Common Stock for the five (5) trading days ending on the day prior to the date of exercise.


 


3.3.2. Issuance
of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates for
the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required
to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not be obligated to issue shares
of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event
that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common
Stock. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would
be unlawful.


 


3.3.3. Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable.


 


3.3.4. Date
of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the share transfer books are open.


 


3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned
by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and
(y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with
the Securities and Exchange Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time,
upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in
writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the
holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written
notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to
such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company. 


 






     


     


    

 


4. Adjustments.


 


4.1. Stock
Dividends; Split Ups. If after the date hereof, the number of outstanding shares of Common Stock is increased by a stock
dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar event, then, on the effective
date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be increased in proportion to such increase in outstanding shares of Common Stock.


 


4.2. Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective
date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital
stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value
(as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each share
of Common Stock in respect of such Extraordinary Dividend; provided, however, that none of the following shall be deemed an Extraordinary
Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash
distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Common
Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted
to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or
cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on
exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or
less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection with
a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution
of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a
time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40
of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such
$0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend,
by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate
amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). 


 


4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.


 






     


     


    

 


4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common
Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a change in the Common Stock covered by Section 4.1,
4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions
of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or
other transfers.


 


4.6. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written
notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of such event.


 


4.7. No
Fractional Warrants or Shares. No fractional Warrants will be issued hereunder. Additionally, notwithstanding any
provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If,
by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole
number of shares of Common Stock to be issued to the Warrant holder.


 


4.8. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form
of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment, provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4 as a result
of any issuance of securities in connection with the Business Combination. The Company shall adjust the terms of the Warrants
in a manner that is consistent with any adjustment recommended in such opinion. 


 


5. Transfer
and Exchange of Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 






     


     


    

 


5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result
in the issuance of a warrant certificate for a fraction of a warrant.


 


5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6. Placement
Warrants. The Warrant Agent shall not register any transfer of Placement Warrants until the consummation by the Company of
an initial Business Combination, except for transfers (i) to the Company’s officers, directors, employees, consultants or
their affiliates, (ii) to a holder’s officers, directors, employees or members, in each case if the holder is an entity,
(iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder
or a member of the holder’s immediate family 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 made at or prior to the consummation of a Business Combination
at prices no greater than the price at which the Placement Warrants were originally purchased, in each case (except for clause
(vi)) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the
Sponsor Unit Purchase Agreement and any other applicable agreement the transferor is bound by.


 


5.7. Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to
transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have
no effect on any transfer of Warrants on or after the Detachment Date. 


 


6. Redemption.


 


6.1. Redemption. Subject
to Section 6.4 hereof, not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at
any time during the Exercise Period (so long as there is a current registration statement in effect with respect to the shares
of Common Stock underlying the Warrants), at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the
price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock equals or
exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof), for any twenty (20) trading days within
a thirty (30) trading day period ending on the third business day prior to the notice of redemption.


 






     


     


    

 


6.2. Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


6.3. Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section
6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to
exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain
the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


  


6.4 Exclusion
of Certain Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Placement
Warrants or Working Capital Warrants if at the time of the redemption such Placement Warrants or Working Capital Warrants continue
to be held by the initial purchasers or their permitted transferees. However, once such Placement Warrants or Working Capital
Warrants are transferred (other than to permitted transferees under Section 5.6), the Company may redeem the Placement Warrants
and Working Capital Warrants in the same manner as the Public Warrants. The EBC Warrants shall not be redeemable until after the
exercise of the purchase option issued to EBC. The provisions of this Section 6.4 may not be modified, amended or deleted without
the prior written consent of EBC.


 


7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1. No
Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2. Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement. 


 


7.4. Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
but in no event later than fifteen (15) business days after such closing, it shall use its best efforts to file with the Securities
and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon
exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale,
in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then
reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The
Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants
shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon
such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when
the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon
exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section
3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law
firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this
Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will
be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt,
unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply
with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may
not be modified, amended or deleted without the prior written consent of EBC.


 






     


     


    

 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


  


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant
may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant
Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a
corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in
the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject
to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date
of any such appointment. 


 


8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be
the successor Warrant Agent under this Agreement without any further act.


 


8.3. Fees
and Expenses of Warrant Agent.


 


8.3.1. Remuneration. The
Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties
hereunder.


 






     


     


    

 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 


8.4. Liability
of Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2. Indemnity. The
Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant
Agent’s gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon
the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares
of Common Stock through the exercise of Warrants.


 


9. Miscellaneous
Provisions.


 


9.1. Successors. All
the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns. 


 


9.2. Notices. Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


MTech
Acquisition Corp.


10124
Foxhurst Court,


Orlando,
Florida 32836


Attn: Chief
Executive Officer


 






     


     


    

 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows: 



 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004-1561


Attn: Compliance
Department


 


with
a copy in each case to:


 


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue


New
York, New York 10174


Attn: David
Alan Miller, Esq.


 


and


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn: Stuart
Neuhauser, Esq.


 


and


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, New York 10017


Attn: General
Counsel


 


9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by 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. The Company 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 jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.


 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the registered holders of the Warrants and, for the purposes of Sections 2.7, 6.4, 7.4, 9.4 and 9.8 hereof, EBC, any
right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. EBC shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.7, 6.4, 7.4, 9.4
and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the
sole and exclusive benefit of the parties hereto (and EBC with respect to the Sections 2.7, 6.4, 7.4, 9.4 and 9.8 hereof) and
their successors and assigns and of the registered holders of the Warrants. 


 


9.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The
Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 






     


     


    

 


9.6. Counterparts. This
Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


9.8 Amendments. This
Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered
holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant
Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the
registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent
of EBC.


 


9.9 Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account
established by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust
Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim
solely against the Company and not against the property held in the Trust Account.


 


9.10 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 and be valid and enforceable.


 


[signature
page follows]


 



     


     


    




  


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	MTECH ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Scott Sozio
	 	 	Name: Scott Sozio
	 	 	Title:   Chief
    Executive Officer


  


	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY
	 	 	 
	 	By:	/s/ Margaret B. Lloyd
	 	 	Name: Margaret
    B. Lloyd
	 	 	Title:   Vice
    President