Exhibit 4.1


 


	                    NUMBER 

         

        U-                     

        
	 	UNITS                      


  


	SEE REVERSE FOR 

        CERTAIN DEFINITIONS 
	MTECH
    ACQUISITION CORP.	 


  


CUSIP 55378W
206


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, AND ONE WARRANT 


EACH
WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


  


	THIS CERTIFIES THAT	 	 


  


	is the owner of	 	Units.


  


Each Unit
(“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of MTech Acquisition Corp., a Delaware corporation (the “Company”), and one warrant
(the “Warrant(s)”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50
per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) 30 days after the Company’s
completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination (“Business Combination”) and (ii) twelve (12) months from the closing of the Company’s
initial public offering (“IPO”), and will expire unless exercised before 5:00 p.m., New York City Time,
on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption (the “Expiration
Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable
separately prior to the 90th day after the date of the prospectus relating to the Company’s IPO, subject to earlier separation
in the discretion of EarlyBirdCapital, Inc., provided that the Company has filed with the Securities and Exchange Commission a
Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the IPO and issued a press release announcing when separate trading will begin. The terms of the Warrants are governed by a
Warrant Agreement, dated as of                     ,
2018, between the Company and Continental, as Warrant Agent, and are subject to the terms and provisions contained therein, all
of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement
are on file at the office of the Warrant Agent at 1 State Street 30th Floor, New York, NY 10004-1561, and are available to any
Warrant holder on written request and without cost.


  


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.





 


Witness
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.





 


	By	 	 	 
	 	Chairman
    of the Board	 	Chief
    Executive Officer


  




     


     


    

  


MTech
Acquisition Corp.


  


The
Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or rights.


  


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN COM	-	as tenants
    in common	UNIF
    GIFT MIN ACT-	 	 Custodian 	 	 
	TEN ENT	-	as
    tenants by the entireties  	 	 	(Cust)	 	(Minor)	 
	JT TEN	-	as joint tenants with right of survivorship	under Uniform Gifts to Minors	 	 
	 	 	and
    not as tenants in common	Act	 	 	 	 	 
	 	 	 	 	               (State)	 	 	 	 


 


Additional
abbreviations may also be used though not in the above list. 


	 	 	 	 	 
	For
    value received,                      hereby
    sell, assign and transfer unto


 


 


	PLEASE INSERT SOCIAL SECURITY OR OTHER 

        IDENTIFYING
        NUMBER OF ASSIGNEE 
	 
	 	 
	 

         

         

         
	 


  


	(PLEASE
    PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 


 


	 	 	 Units


represented
by the within Certificate, and do hereby irrevocably constitute and appoint


  


	 	 	 Attorney to transfer


the said
Units on the books of the within named Company will full power of substitution in the premises.


  


Dated____________


 


	 	 
	 	Notice:	The
    signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,
    without alteration or enlargement or any change whatever.


  


Signature(s)
Guaranteed:   


	 	 	 	 	 
	THE
    SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
    AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 	 


  


The holder(s)
of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account with respect to the common
stock underlying this certificate only in the event that (i) the Corporation is forced to liquidate because it does not consummate
an initial business combination within the period of time set forth in the Corporation’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert
his shares upon consummation of, or sell his shares in a tender offer in connection with, an initial business combination or in
connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of
any kind in or to the trust account.