Exhibit
4.5


 





THE
REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, OR ASSIGN THIS PURCHASE
OPTION EXCEPT AS HEREIN PROVIDED AND WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD
OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EARLYBIRDCAPITAL, INC. (“EBC”)
OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF
EBC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2). Additionally,
pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or the COMMON STOCK and Warrants underlying this Purchase Option)
will not be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition
of the securities by any person for a period of 180 days immediately following the Effective Date.


 


THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY MTECH ACQUISITION CORP. (THE “COMPANY”)
OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION, OR OTHER SIMILAR BUSINESS COMBINATION
WITH ONE OR MORE BUSINESSES OR ENTITIES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
REGISTRATION STATEMENT ON FORM S-1, FILE NO. 333-221957)(THE “REGISTRATION STATEMENT”) AND ________
___, 2019. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE FIVE-YEAR ANNIVERSARY OF THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT.


 


UNIT
PURCHASE OPTION


 


FOR
THE PURCHASE OF


 


250,000
UNITS


 


OF


 


MTECH
ACQUISITION CORP.


 


1.           Purchase
Option.


 


THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of ___________ (“Holder”), as
registered owner of this Purchase Option, to the Company, Holder is entitled, at any time or from time to time upon the later
of the consummation of a Business Combination or _________ ___, 2019 (“Commencement Date”), and terminating
at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (“Effective Date”)
of the Registration Statement (“Expiration Date”), to subscribe for, purchase, and receive, in whole
or in part, up to two hundred fifty thousand (250,000) units (“Units”) of the Company, each Unit consisting
of one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”) and
one warrant (“Warrant”), with each warrant entitling the holder to purchase one share of Common Stock.  Each
Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement
(“Public Warrants”).  If the Expiration Date is a day on which banking institutions are authorized
by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with
the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase
Option may be exercisable after the five-year anniversary of the Effective Date. During the period beginning on the date hereof
and ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase
Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events
specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the
number of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending
on the context.


 






    


     


    

 


2.           Exercise.


 


2.1         Exercise
Form. In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed, completed, and delivered
to the Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable in
cash or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or
before 5:00 p.m., New York City local time, on the Expiration Date this Purchase Option shall become and be void without further
force or effect, and all rights represented hereby shall cease and expire.


 


2.2         Legend.
Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (“Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”)
or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”


 


2.3         Cashless
Exercise.


 


2.3.1           Determination
of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is
exercisable (and in lieu of being entitled to receive shares of Common Stock and Warrants) in the manner required by Section
2.1, and subject to Section 6.1 hereof, the Holder shall have the right (but not the obligation) to convert on a cashless
basis (“Cashless Exercise Right”) any exercisable but unexercised portion of this Purchase Option into
that number of Units (or that number of shares of Common Stock and Warrants comprising that number of Units) equal to the number
of Units to be exercised multiplied by the quotient obtained by dividing (a) the “Value” (as defined below) of the
portion of the Purchase Option being exercised by (b) the Current Market Value (as defined below).  The “Value”
of the portion of the Purchase Option being exercised shall equal the remainder derived from subtracting (y) the Exercise Price
multiplied by the number of Units underlying the portion of this Purchase Option being exercised from (z) the Current Market Value
of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being exercised.  


 






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2.3.2           Mechanics
of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement
Date and not later than the Expiration Date by delivering the Purchase Option and the duly executed exercise form attached hereto
with the cashless exercise section completed, to the Company, and specifying the total number of Units the Holder will purchase
pursuant to such Cashless Exercise Right.


 


2.3.3          Definitions.
As used herein, the term “Current Market Value” per Unit at any date means: (a) in the event that the
Units, Common Stock and Public Warrants are still trading, (i) if the Units are listed on a national securities exchange or quoted
on the OTC Bulletin Board (or successor exchange), the average reported last sale price of the Units in the principal trading
market for the Units as reported by the exchange, Nasdaq, or the Financial Industry Regulatory Authority (“FINRA”),
as the case may be, for the three trading days preceding the date in question; or (ii) if the Units are not listed on a national
securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but are traded in the residual over-the-counter
market, the average reported last sale price for Units for the three trading days preceding the date in question for which such
quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; (b) in the event that the Units are not
still trading but the Common Stock and Public Warrants underlying the Units are still trading, the aggregate of (i) the product
of (x) the Current Market Price of the Common Stock and (y) the number of shares of Common Stock underlying one Unit plus (ii)
the product of (x) the Current Market Price of the Public Warrants and (y) the number of the Warrants included in one Unit; or
(c) in the event that neither the Units nor Public Warrants are still trading, the aggregate of (i) the product of (x) the Current
Market Price of the Common Stock and (y) the number of shares of Common Stock underlying one Unit plus (ii) the remainder derived
from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise
of the Warrants underlying one Unit from (y) the product of (aa) the Current Market Price of the Common Stock multiplied by (bb)
the number of shares of Common Stock underlying the Warrants included in each such Unit. The “Current Market Price”
shall mean (i) if the Common Stock (or Public Warrants, as the case may be) is listed on a national securities exchange or quoted
on the OTC Bulletin Board (or successor exchange), the average reported last sale price of the Common Stock (or Public Warrants)
in the principal trading market for the Common Stock (or Public Warrants) as reported by the exchange, Nasdaq or FINRA, as the
case may be, for the three trading days preceding the date in question; (ii) if the Common Stock (or Public Warrants, as the case
may be) is not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but is traded
in the residual over-the-counter market, the average reported last sale price for the Common Stock (or Public Warrants) on for
the three trading days preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar
publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i)
or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.  In the event the
Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying
this Purchase Option or Common Stock issuable upon exercise of the Warrant.


 






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2.4         No
Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, in no event will
the Company be required to net cash settle the exercise of the Purchase Option or the Warrants underlying the Purchase Option.
The holder of the Purchase Option and the Warrants underlying the Purchase Option will not be entitled to exercise the Purchase
Option or the Warrants underlying such Purchase Option unless it exercises such Purchase Option pursuant to the Cashless Exercise
Right or a registration statement is effective, or an exemption from the registration requirements is available at such time and,
if the holder is not able to exercise the Purchase Option or underlying Warrants on or before the Expiration Date, the Purchase
Option and/or the underlying Warrants, as applicable, will expire worthless.


 


3.           Transfer.


 


3.1         General
Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge, or hypothecate this Purchase Option (or the Common Stock and Warrants underlying this Purchase Option) for a period
of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the Effective Date to anyone other than (i) EBC or an underwriter
or selected dealer in connection with the public offering described in the Registration Statement, or (ii) a bona fide officer
or partner of EBC or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase
Option (or the Common Stock and Warrants underlying this Purchase Option) will not be the subject of any hedging, short sale,
derivative, put, or call transaction that would result in the economic disposition of the securities by any person for a period
of 180 days immediately following the Effective Date. On and after the 181st day following the Effective Date, transfers
to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with
the Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five
business days transfer this Purchase Option on the books of the Company and shall execute and deliver a new Purchase Option or
Purchase Options of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number
of Units purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2         Restrictions
Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the
Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from
registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability
of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to
such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 






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4.           New
Purchase Options to be Issued.


 


4.1         Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned
in whole or in part.  In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase
Option for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise
Price (except to the extent that the Holder elects to exercise this Purchase Option by means of a cashless exercise as provided
in Section 2.3 above) and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Purchase
Option of like tenor to this Purchase Option in the name of the Holder evidencing the right of the Holder to purchase the number
of Units purchasable hereunder as to which this Purchase Option has not been exercised or assigned.


 


4.2         Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of
this Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


  
 


5.           Registration
Rights.


 


5.1         Demand
Registration.


 


5.1.1           Grant
of Right. The Company, upon written demand (“Initial Demand Notice”) of the holder(s) of at least
51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”),
agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion,
all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities
underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants
(collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts
to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities
within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement
or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any
time during a period of five (5) years beginning on the Effective Date.  The Initial Demand Notice shall specify the
number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company
will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from the date
of the receipt of any such Initial Demand Notice. 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 Holders”) shall so notify the Company within fifteen (15) 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 5.1.4. The Company shall not be obligated
to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.


 






    5


     


    

 


5.1.2           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.


 


5.1.3           Underwritten
Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice, 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
the Majority Holders.


 


5.1.4           Reduction
of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering
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 Common Stock or other securities which the Company desires
to sell and the 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) first, 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 Holder has requested be included in such registration, regardless of the number of shares held by each such Holder (such
proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i),
the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the Common Stock or other securities registrable pursuant to the terms of the Registration Rights Agreement between
the Company and the initial investors in the Company and EBC (and/or its designees), dated as of [_____], 2018 (the “Registration
Rights Agreement” and such registrable securities, the “Investor 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 (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under
the foregoing clauses (i), (ii) and (iii), the 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.


 






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5.1.5           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(s) 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 the Company does not have
to continue its obligations under Section 5.1 with respect to such proposed offering.


 


5.1.6           Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of any
legal counsel selected by the Demanding Holders to represent them in connection with the sale of the Registrable Securities, but
the Demanding Holders shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to
qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided,
however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration
would cause (i) the Company to be obligated to qualify to do business in such state, or would subject the Company to taxation
as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated
to escrow their shares of Common Stock of the Company. The Company shall use its best efforts to cause any registration statement
or post-effective amendment filed pursuant to the demand rights granted under Section 5.1.1 to remain effective for a period
of nine (9) consecutive months from the effective date of such registration statement or post-effective amendment.


 


 5.2         Piggy-Back Registration.


 


5.2.1           Piggy-Back
Rights. If at any time during the seven year period commencing on the Effective Date the Company proposes to file a registration
statement under the 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 5.1), other than
a registration statement (i) filed in connection with any employee share 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 (y) 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 (z) 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 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.


 






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5.2.2           Reduction
of Offering. If the managing underwriter 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 Common Stock, if any, as to which registration has been demanded pursuant to
written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities
as to which registration has been requested under this Section 5.2, and the 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) first, the Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the Common Stock or other securities, if any, comprised of  Registrable
Securities and Investor 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) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B),
the 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;


 


(b)           If
the registration is a Demand Registration undertaken at the demand of holders of Investor Securities, (A) first, the Common
Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number
of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A),
the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and
(B), the shares 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) fourth, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (A), (B) and (C), the 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; and


 






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(c)           If
the registration is a Demand Registration undertaken at the demand of persons other than either the holders of Registrable Securities
or of Investor Securities, (A) first, the Common Stock or other securities for the account of the demanding persons that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (A), the Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), collectively the Common Stock or other securities comprised of Registrable Securities
and Investor Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof and of the Registration
Rights Agreement, as applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the 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.


 


 5.2.3           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 5.2.4.


 


5.2.4           Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of any
legal counsel selected by the Demanding Holders to represent them in connection with the sale of the Registrable Securities but
the Demanding Holders shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such
a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen
days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue
to be given for each applicable registration statement filed (during the period in which the Purchase Option is exercisable) by
the Company until such time as all of the Registrable Securities have been registered and sold. The Holders of the Registrable
Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of
the receipt of the Company’s notice of its intention to file a registration statement. The Company shall use its best efforts
to cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least
nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities.


 



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5.3         General
Terms.


 


5.3.1           Indemnification.
The Company shall, to the fullest extent permitted by applicable law, indemnify the Holder(s) of the Registrable Securities to
be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning
of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
against all loss, claim, damage, expense, or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against litigation, commenced or threatened, or any claim whatsoever whether
arising out of any action between the underwriter and the Company or between the underwriter and any third party or otherwise)
to which any of them may become subject under the Act, the Exchange Act, or otherwise, arising from such registration statement
but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the
underwriters contained in Section 5 of the Underwriting Agreement between the Company, EBC and the other underwriters named therein
dated the Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and
their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all
loss, claim, damage, expense, or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred
in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange
Act, or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing,
for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained
in Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify the Company.


 


5.3.2           Exercise of
Purchase Options. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their
Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement
or the effectiveness thereof.


 


5.3.3           Documents
Delivered to Holders. The Company shall furnish EBC, as representative of the Holders participating in any of the foregoing
offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company, dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement related thereto), and (ii) if such registration statement is filed
in connection of an underwritten public offering, a “cold comfort” letter dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the
underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s financial
statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect
to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to EBC, as representative of the Holders participating in the offering, the correspondence and memoranda
described below and copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda
relating to discussions with the Commission or its staff with respect to the registration statement and permit EBC, as representative
of the Holders, to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA.
Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as EBC, as
representative of the Holders, shall reasonably request. The Company shall not be required to disclose any confidential information
or other records to EBC, as representative of the Holders, or to any other person, until and unless such persons shall have entered
into reasonable confidentiality agreements (in form and substance reasonably satisfactory to the Company), with the Company with
respect thereto.


 






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5.3.4           Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall
be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and
such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be
parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters
shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of
distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling
stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall
execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other
documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also
furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition
of such securities as shall be reasonably required to effect the registration of the Registrable Securities.


 


5.3.5           Rule 144 Sale.
Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant to
Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder
(i) where such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed
under Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where
the number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated
as if such Holder were an affiliate within the meaning of Rule 144).


 






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5.3.6           Supplemental
Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result
of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant
to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental
or amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company)
or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in
such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such
notice.


 


6.           Adjustments.


 


6.1         Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Units underlying the Purchase Option shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1           Share
Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding shares of Common Stock is increased by a share dividend payable in Common Stock or by a split-up of Common Stock or
other similar event, then, on the effective date thereof, (a) the number of shares of Common Stock underlying each of the Units
purchasable hereunder shall be increased in proportion to such increase in outstanding shares and (b) the number of shares of
Common Stock, and the exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder
shall be adjusted in accordance with the terms of the Warrants.


 


 6.1.2           Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination or reclassification of Common Stock or other similar event, then,
on the effective date thereof, (a) the number of shares of Common Stock underlying each of the Units purchasable hereunder shall
be decreased in proportion to such decrease in outstanding shares and (b) the number of shares of Common Stock, and the exercise
price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance
with the terms of the Warrants.


 






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6.1.3           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Common Stock
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such 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 property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this
Purchase Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option) to receive
upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and
amount of shares 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, by a Holder of the number of shares of Common Stock
of the Company obtainable upon exercise of this Purchase Option and the underlying Rights and Warrants immediately prior to such
event; and if any reclassification also results in a change in Common Stock covered by Section 6.1.1 or 6.1.2, then
such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of
this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers.


 


6.1.4           Changes
in Form of Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this Section,
and Purchase Option issued after such change may state the same Exercise Price and the same number of Units as are stated in the
Purchase Option initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Options
reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.


 


6.2         Substitute
Purchase Option. In case of any consolidation of the Company with, or merger of the Company with or into, another corporation
(other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock),
the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option
providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until
the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares
and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common
Stock of the Company for which such Purchase Option might have been exercised immediately prior to such consolidation, merger,
sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments
provided in this Section 6. The above provision of this Section shall similarly apply to successive consolidations or mergers.


 


6.3         Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of shares of Common Stock or Warrants
upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down to the
nearest whole number of Warrants, shares of Common Stock or other securities, properties or rights (or as otherwise provided pursuant
to the Warrants Agreement).


 






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7.           Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely
for the purpose of issuance upon exercise of the Purchase Options or the Warrants underlying the Purchase Option (including the
Common Stock underlying the Warrants), such number of shares of Common Stock or other securities, properties, or rights as shall
be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Options and payment
of the Exercise Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable, and not subject to preemptive rights of any stockholder. The Company further covenants
and agrees that upon exercise of the Warrants underlying the Purchase Options and payment of the respective Warrant exercise price
therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable, and not subject to preemptive rights of any stockholder. As long as the Purchase Options shall be outstanding,
the Company shall use its best efforts to cause all (i) Units and Common Stock issuable upon exercise of the Purchase Options,
(ii) Warrants issuable upon exercise of the Purchase Options, and (iii) Common Stock issuable upon exercise of the Warrants included
in the Units issuable upon exercise of the Purchase Option to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on the OTC Bulletin Board or any successor trading market) on which the Units, the Common Stock or
the Public Warrants issued to the public in connection herewith may then be listed and/or quoted.


 


8.           Certain
Notice Requirements.


 


8.1         Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as
a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company,
prior to exercise of the Purchase Option. If, however, at any time prior to the expiration of the Purchase Options and their exercise,
any of the events described in Sections 8.2 or 8.3 shall occur, then, in one or more of said events, the Company
shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the stockholders entitled to such dividend, distribution, conversion, or exchange
of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of the closing of the transfer books, as the case may be.


 


8.2         Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of
the following events: (i) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them
to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than
out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company,
or (ii) the Company shall offer to all the holders of its Common Stock any additional shares of the Company or securities convertible
into or exchangeable for shares of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially
all of its property, assets and business shall be proposed.


 






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8.3         Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The
Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true
and accurate by the Company’s President and Chief Financial Officer.


 


8.4       Other
Notices. Notwithstanding anything in this Section 8 to the contrary, the Company shall deliver to each Holder a copy
of each notice given to the other stockholders of the Company at the same time and in the same manner that such notice is given
to the other stockholders.


 


8.5         Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Option shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company,
to the following address or to such other address as the Company may designate by notice to the Holders:


 


MTech
Acquisition Corp.


10124
Foxhurst Court


Orlando,
Florida 32836


Attn:
Scott Sozio, Chief Executive Officer


Email:
[_____]


 


9.           Miscellaneous.


 


9.1         Amendments.
The Company and EBC may from time to time supplement or amend this Purchase Option without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and EBC may deem necessary or desirable and that the Company and EBC deem shall not adversely affect the interest of the
Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.


 


9.2         Headings. The headings
contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Purchase Option.


 


9.3         Entire
Agreement. This Purchase Option (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 






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9.4         Binding
Effect. This Purchase Option shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.


 


9.5         Governing
Law; Submission to Jurisdiction. This Purchase Option shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to the conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding, or claim against it arising out of or relating in any way to this Purchase Option 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 in the United States District Court for the Southern District of New York, as applicable, 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 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 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company
in any action, proceeding or claim. The Company and the Holder 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.


 


9.6         Waiver,
Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Option. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective
unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is
sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach or non-compliance.


 


9.7         Execution
in Counterparts. This Purchase Option may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and
the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto.


 


 9.8         Exchange Agreement.
As a condition of the Holder’s receipt and acceptance of this Purchase Option, the Holder agrees that, at any time prior
to the complete exercise of this Purchase Option by the Holder, if the Company and EBC enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Options will be exchanged for securities
or cash or a combination of both, then the Holder shall agree to such exchange and become a party to the Exchange Agreement.


 



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IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized officer as of the [___] day of
[_____], 2018. 


 


	 	MTECH
    ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



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Form
to be used to exercise Purchase Option:


 


MTech
Acquisition Corp.


10124
Foxhurst Court


Orlando,
Florida 32836


Attn:
Scott Sozio, Chief Executive Officer


Email:
[_____]


 


Date:_________________,
20___


 


The
undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase Option and to purchase ____ Units of
MTech Acquisition Corp. and hereby makes payment of $____________ (at the rate of $10.00 per Unit) in payment of the Exercise
Price pursuant thereto. Please issue the securities as to which this Purchase Option is exercised in accordance with the instructions
given below.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase _________ Units purchasable under the within Purchase Option
by surrender of the unexercised portion of the attached Purchase Option (with a “Value” based of $_______ based on
a “Market Price” of $_______). Please issue the securities comprising the Units as to which this Purchase Option is
exercised in accordance with the instructions given below.  


	 	 
	 	NOTICE:  The
    signature to this exercise must correspond with the name as written upon the face of the Purchase Option in every particular,
    without alteration, 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).


 






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INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


Name 


	 	 	 
	 	(Print
    in Block Letters)	 


 


Address


	 	 	 


  


Form
to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Option):


 


FOR
VALUE RECEIVED,______________________________________________ does hereby sell, assign, and transfer unto___________________________________________
the right to purchase __________ Units of MTech Acquisition Corp. (“Company”) evidenced by the within
Purchase Option and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:
___________________, 20__ 


	 	 
	 	Signature
	 	 
	 	 
	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of the Purchase Option in every particular,
    without alteration, 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).


  



19