Exhibit
10.7


 


EARLYBIRDCAPITAL,
INC. 


366
Madison Avenue 


New
York, New York 10017


 


January
29, 2018


  


MTech
Acquisition Corp. 


10124
Foxhurst Court 


Orlando,
FL 32836 


Attn:
Scott Sozio 


 


Ladies
and Gentlemen:


 


This
is to confirm our agreement whereby MTech Acquisition Corp., a Delaware corporation (the “Company”), has requested
EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring
shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially
all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case,
a “Business Combination”) with one or more businesses or entities (each a “Target”) as described
in the Company’s Registration Statement on Form S-1 (File No. 333-221957) filed with the Securities and Exchange Commission
(“Registration Statement”) in connection with its initial public offering (“IPO”).


 


1.             Services
and Fees.


 


(a)           The
Advisor will:


 


		(i)	Hold
                                         meetings with Company stockholders to discuss the Business Combination and the Target’s
                                         attributes;



 


		(ii)	Introduce
                                         the Company to potential investors to purchase the Company’s securities in connection
                                         with the Business Combination;



 


		(iii)	Assist
                                         the Company in trying to obtain stockholder approval for the Business Combination, including
                                         assistance with the Company’s proxy statement or tender offer materials; and



 


		(iv)	Assist
                                         the Company with any press releases and filings related to the Business Combination or
                                         the Target.



 


(b)          As
compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 4% of the gross proceeds received
by the Company in the IPO (“Fee”). The Fee shall be payable in cash and is due and payable to the Advisor by
wire transfer at the closing of the Business Combination (“Closing”). If a proposed Business Combination is
not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any finder’s
fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target.


 






     


     


    

 


2.             Expenses.


 


At
the Closing, the Company shall reimburse the Advisor for all reasonable costs and expenses incurred by the Advisor (including
reasonable fees and disbursements of counsel) in connection with the performance of its services hereunder; provided, however,
all expenses in excess of $5,000 in the aggregate shall be subject to the Company’s prior written approval, which approval
shall not be unreasonably withheld. The expenses shall be reimbursable to the Advisor promptly after request.


 


3.             Company
Cooperation.


 


The
Company will provide full cooperation to the Advisor as may be necessary for the efficient performance by the Advisor of its obligations
hereunder, including, but not limited to, providing to the Advisor and its counsel, on a timely basis, all documents and information
regarding the Company and Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s
performance of its obligations hereunder (collectively, the “Information”); making the Company’s management,
auditors, suppliers, customers, consultants, and advisors available to the Advisor; and, using commercially reasonable efforts
to provide the Advisor with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target.
The Company will promptly notify the Advisor of any change in facts or circumstances or new developments affecting the Company
or Target or that might reasonably be considered material to the Advisor’s engagement hereunder.


 


4.             Representations,
Warranties, and Covenants.


 


The
Company represents, warrants, and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf
of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they
were made, not misleading as of the date thereof and as of the consummation of the Business Combination.


 


5.             Indemnity.


 


The
Company shall indemnify the Advisor and its affiliates and directors, officers, employees, shareholders, representatives, and
agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein
by reference. Notwithstanding the foregoing and Annex I, the Advisor agrees, if there is no Closing, (i) that it does not,
as a result of entering into this Agreement, have any right, title, interest, or claim of any kind in or to any monies in the
Company’s trust account (“Trust Account”) established in connection with the IPO (each, a “Claim”);
(ii) to waive any Claim it may have in the future as a result of, or arising out of, any services provided to the Company hereunder;
and (iii) to not seek recourse against the Trust Account with respect to any Claim.


 






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6.             Use
of Name and Reports.


 


Without
the Advisor’s prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager,
partner, member, employee, or agent thereof) shall quote or refer to (i) the Advisor’s name or (ii) any advice rendered
by the Advisor to the Company or any communication from the Advisor in connection with performance of the services hereunder,
except as required by applicable federal or state law, regulation, or securities exchange rule.


 


7.             Status
as Independent Contractor.


 


The
Advisor shall perform its services as an independent contractor and not as an employee of the Company or affiliate thereof. It
is expressly understood and agreed to by the parties that the Advisor shall have no authority to act for, represent, or bind the
Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing. In rendering the
services contemplated herein, the Advisor will be acting solely pursuant to a contractual relationship on an arm’s-length
basis. This Agreement is not intended to create a fiduciary relationship between the parties and neither the Advisor nor any of
the Advisor’s officers, directors or personnel will owe any fiduciary duty to the Company or any other person in connection
with any of the matters contemplated by this Agreement.


 


8.             Potential
Conflicts.


 


The
Company acknowledges that the Advisor is a full-service securities firm engaged in securities trading and brokerage activities
and providing investment banking and advisory services from which conflicting interests may arise. In the ordinary course of business,
the Advisor and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for
their own account or the accounts of customers, in debt or equity securities of the Company, its affiliates, or other entities
that may be involved in the transactions contemplated hereby. Additionally, the Advisor regularly enters into agreements similar
to this Agreement with other companies. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of
its affiliates in conducting such business.


 


9.             Entire
Agreement.


 


This
Agreement constitutes the entire understanding between the Company and Advisor with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated
orally or in any manner other than by an agreement in writing signed by the Company and Advisor hereto.


 


10.           Notices.


 


Any
notices required or permitted to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail
or private courier service, return receipt requested, addressed to each party at its respective addresses set forth above, or
such other address as may be given by a party in a notice given pursuant to this Section.


 






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11.          Successors
and Assigns.


 


This
Agreement may not be assigned by either party without the written consent of the other. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and, except where prohibited, to their successors and assigns.


 


12.           Non-Exclusivity.


 


Nothing
herein shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar
services or the payment by the Company of fees to such other consultants. The Company’s engagement of any other consultant(s)
shall not affect the Advisor’s right to receive the Fee and reimbursement of expenses pursuant to this Agreement.


 


13.           Applicable
Law; Venue.


 


This
Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict
of laws. In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall
be brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures
of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion
of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
Each party 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 a party may be served by transmitting a copy thereof by registered or certified mail,
postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed
personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The parties agree
that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.


 


14.           Counterparts.


 


This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 






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If
the foregoing correctly sets forth the understanding between the Advisor and the Company with respect to the foregoing, please
so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract.


 





	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By:	/s/ Steven Levine
	 	Name: Steven Levine
	 	Title: Chief Executive Officer



  


AGREED
AND ACCEPTED BY:


 


MTECH
ACQUISITION CORP.


 





	By:	/s/ Scott
    Sozio	 
	Name: Scott Sozio	 
	Title: Chief Executive Officer	 



 


[Signature
Page to Business Combination Marketing Agreement]


 






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ANNEX
I


 


Indemnification


 


In
connection with the engagement by MTech Acquisition Corp. (the “Company”) of EarlyBirdCapital, Inc. (the “Advisor”)
pursuant to that certain letter agreement (“Agreement”) of which this Annex forms a part, the Company hereby
agrees, subject to Section 5 of the Agreement, to indemnify and hold harmless the Advisor and its affiliates, and the respective
directors, officers, shareholders, agents, and employees of any of the foregoing (collectively the “Indemnified Persons”),
from and against any and all claims, actions, suits, proceedings (including those of stockholders), damages, liabilities, and
expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”),
that (A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or
any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person
in connection with the Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s
activities on the Company’s behalf under the Advisor’s engagement, and the Company shall reimburse any Indemnified
Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection
with investigating, preparing, or defending any such Claim, whether or not in connection with pending or threatened litigation
in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially
determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim.
The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s
engagement of the Advisor except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence
or willful misconduct.


 


The
Company further agrees that it will not, without the prior written consent of the Advisor, settle, compromise, or consent to the
entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether
or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise, or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 


Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to
which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint
or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it
may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights
and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such
Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and
expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having
common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes
an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal
defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such
Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company
shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails
timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the
right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect
against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees
and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof.


 






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In
addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate
in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.


 


The
Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason
then (whether or not the Advisor is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which
such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the
one hand, and the Advisor on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation
that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of fees actually received
by the Advisor from the Company pursuant to the Advisor’s engagement. The Company hereby agrees that the relative benefits
to the Company, on the one hand, and the Advisor on the other, with respect to the Advisor’s engagement shall be deemed
to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stockholders
as the case may be, pursuant to the transaction (whether or not consummated) for which the Advisor is engaged to render services
bears to (b) the fee paid or proposed to be paid to the Advisor in connection with such engagement.


 


The
Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall
in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall
be effective whether or not the Company is at fault in any way.


 



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