Exhibit 10.1





 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of January 29, 2018 by and between MTech Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-221957 (“Registration Statement”), for its initial
public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS,
EarlyBirdCapital, Inc. (the “Representative”) is acting as the representative of the underwriters in the IPO pursuant
to an underwriting agreement between the Company and the underwriter (“Underwriting Agreement”); and


  


WHEREAS,
simultaneously with the IPO, the Company’s sponsor will be purchasing an aggregate of 225,000 units (“Founders’
Units”) from the Company for an aggregate purchase price of $2,250,000 (or additional amounts of Founders’ Units from
the Company if the underwriters exercise their over-allotment option, up to an aggregate of 243,750 Founders’ Units for
an aggregate purchase price of $2,437,500 if the underwriters’ over-allotment option is exercised in full); and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
$50,000,000 of the gross proceeds of the IPO and sale of the Founders’ Units ($57,500,000 if the underwriters’ over-allotment
option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the
Company and the holders of the Company’s Class A common stock, par value $0.0001 per share, issued in the IPO as hereinafter
provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public
Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW,
THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account
(“Trust Account”) established by the Trustee at J.P. Morgan Chase Bank N.A. and at a brokerage institution selected
by the Trustee that is reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment
Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule
2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations; it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder;


 


(d)
Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the
“Property,” as such term is used herein;


 


(e)
Notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 






     


     


    

 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation
of its tax returns;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of
a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B hereto, signed on behalf of the Company by two of the Company’s executive officers and affirmed by counsel for the Company,
and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged
and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the
event that a Termination Letter has not been received by the Trustee within the time period set forth in the Company’s Amended
and Restated Certificate of Incorporation, as the same may be amended from time to time (“Last Date”), the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed
to the stockholders of record on the Last Date. The provisions of this Section 1(i) may not be modified, amended or deleted
under any circumstances; and


 


(j) Upon
receipt of an Amendment Notification Letter (defined below), distribute to Public Stockholders who exercised their conversion
rights in connection with an Amendment (defined below) an amount equal to the pro rata share of the Property relating to the shares
for which such Public Stockholders have exercised conversion rights in connection with such Amendment. The provisions of this
Section 1(j) may not be modified, amended or deleted in any circumstances.


  


2. Limited
Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Property and requested by
the Company to (i) cover any income or franchise tax obligation owed by the Company or (ii) cover up to $15,000 of liquidation
expenses.


 


(b)
[Reserved] 


 


(c)
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as
provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i)
and 1(j) hereof.


 


(d)
In all cases, the Company shall provide the Representative with a copy of any Termination Letters and/or any other correspondence
that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account at the same time as such issuance.


 


3. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by two of the Company’s executive officers. In addition,
except with respect to its duties under Sections 1(i), 1(j) and 2(a) above, the Trustee shall be entitled to rely on, and shall
be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes
to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b)
Subject to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with
any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 






     


     


    

  



(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant
to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time.
It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee
shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely in connection
with the consummation of an initial business combination (as described in the Registration Statement, a “Business Combination”).
The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter
on the anniversary of the Effective Date;


 


(d)
In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes (which firm
may be the Trustee) verifying the vote of the Company’s stockholders regarding such Business Combination;


 


(e)
In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee
disbursement instructions which would be prohibited under this Agreement;


 


(f) If
the Company seeks to amend any provisions of its amended and restated certificate of incorporation relating to stockholders’
rights or pre-Business Combination activity (including the time within which the Company has to complete a Business Combination)
(in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification
Letter”) in the form of Exhibit D, signed on behalf of the Company by two of the Company’s executive officers, providing
instructions for the distribution of funds to Public Stockholders who exercise their conversion option in connection with such
Amendment; 


  


4. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof and the Trustee shall have no
liability to any party except for liability arising out of its own gross negligence, fraud or willful misconduct;


 


(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company
given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;


 


(c)
Change the investment of any Property, other than in compliance with Section 1(c);


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 






     


     


    

 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to
its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith and with reasonable care, to be genuine and to be signed or
presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to
the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition
made by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and
payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the
income earned on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such
taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account);


 


(j)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
agreement and that which is expressly set forth herein; and


 


(k)
Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 1(j) or 2(a)
above. 


 


5. Trust
Account Waiver. The Trustee has no right of set off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) hereof, the Trustee shall pursue such Claim solely against the Company and not against
the Property or any monies in the Trust Account.


 


6. Termination.
This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90) days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b).


 






     


     


    

 


7. Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names,
account numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire.


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with 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. 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.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i) and 1(j) (which may not be amended under any circumstances), this Agreement or any provision hereof
may only be changed, amended or modified by a writing signed by each of the parties hereto. As to any claim, cross-claim or counterclaim
in any way relating to this Agreement, each party waives the right to trial by jury.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough
of Manhattan, for purposes of resolving any disputes hereunder. 


 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor


New
York, NY 10004


Attn:
Steven G. Nelson and Sharmin Carter


Fax
No.: (212) 509-5150


 


if
to the Company, to:


 


MTech
Acquisition Corp.


10124
Foxhurst Court,


Orlando,
Florida 32836


Attn:
Chief Executive Officer


 


in
either case with a copy to:


 


EarlyBirdCapital,
Inc.


275
Madison Avenue, 27th Floor


New
York, New York 10016


Attn:
Steven Levine, Chief Executive Officer


Fax
No.: (212) 661-4936


 


with
a copy to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn:
Stuart Neuhauser, Esq.


 






     


     


    

 


(f)
No party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the other
person or entity.


 


(g)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h)
Each of the Company and the Trustee hereby acknowledges that the Representative, on behalf of the several underwriters, is a third
party beneficiary of this Agreement (including Section 7(c) and the Trustee’s obligations under this Agreement with
respect thereto with the same right and power to enforce these provisions as either of the parties hereto).


 


[signature
page follows]   


 



     


     


    




 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY, 

    as Trustee
	 	 	 
	 	By:	/s/ Francis E. Wolf Jr. 
	 	Name: 	Francis E. Wolf
    Jr.
	 	Title:	Vice President
	 	 
	 	MTECH ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Scott Sozio
	 	Name:	Scott Sozio
	 	Title:	Chief Executive
    Officer


    



     


     


    







 


SCHEDULE
A 


 


	Fee
    Item	 	Time
    and method of payment	 	Amount
	 	 	 	 	 
	Initial
    acceptance fee	 	Initial
    closing of IPO by wire transfer	 	$	2,000
	 	 	 	 	 
	Annual fee	 	First year, initial
    closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000
	 	 	 	 	 
	Transaction processing
    fee for disbursements to Company under Section 2	 	Deduction by Trustee
    from accumulated income following disbursement made to Company under Section 2	 	$	250
	 	 	 	 	 
	Paying Agent services
    as required pursuant to Section 1(i)	 	Billed to Company
    upon delivery of services pursuant to Section 1(i)	 	Prevailing
    rates


 







     


     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1 State
Street Plaza, 30th Floor


New York,
NY 10004-1561

Attn: Steven G. Nelson and Sharmin Carter


 


	 	Re:	Trust Account No. [            ]
    Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between MTech Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [            ],
2018 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”)
with [                                    ]
(“Target Business”) to consummate a business combination with Target Business (“Business Combination”)
on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation
of the Business Combination (“Consummation Date”).


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [                    ]
and to transfer the proceeds to the above-referenced account at J.P. Morgan Chase Bank N.A. to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account
awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated or is being consummated concurrently with the transfer of funds, (ii) the Company shall deliver to you
(a) [an affidavit] [a certificate] of [                                    ],
which verifies the vote of the Company’s stockholders in connection with the Business Combination and (b) joint written
instructions from the Company and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms
hereof, the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


[signature
page follows]  


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	MTECH ACQUISITION CORP.
	 	 	 
	 	By:	
	 	Name: 	Scott Sozio
	 	Title:	Chief Executive
    Officer 


 


	 	By:	
	 	Name: 	Tahira Rehmatullah
	 	Title:	Chief Financial
    Officer 


 


	AGREED AND ACKNOWLEDGED BY:	 
	 	 
	EARLYBIRDCAPITAL, INC.	 
	 	 	 
	By:	 	 


    




     


     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1 State
Street Plaza, 30th Floor


New York,
NY 10004-1561

Attn: Steven G. Nelson and Sharmin Carter


 


	 	Re:	Trust Account No. [            ]
    Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between MTech Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [            ],
2018 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination
with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation,
as described in the Company’s prospectus relating to its initial public offering of securities.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [                            ]
and to transfer the total proceeds to the Trust Checking Account at [             Bank]
to await distribution to the stockholders. The Company has selected [                         20
__] as the record date for the purpose of determining the stockholders entitled to receive their share of the liquidation proceeds.
It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust account.
You agree to be the Paying Agent of record and in your separate capacity as Paying Agent and to distribute said funds directly
to the Company’s stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds in the trust account, your obligations under the Trust
Agreement shall be terminated. 


 


	 	Very truly yours,
	 	 
	 	MTECH
    ACQUISITION CORP.
	 	 	 
	 	By:	
	 	Name: 	Scott Sozio
	 	Title:	Chief Executive
    Officer 
	 	 	 
	 	By:	
	 	Name: 	Tahira Rehmatullah
	 	Title:	Chief Financial
    Officer 


   


	cc:	EarlyBirdCapital, Inc.


   




     


     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1 State
Street Plaza, 30th Floor


New York,
NY 10004-1561

Attn: Steven G. Nelson and Sharmin Carter


 


	 	Re:	Trust Account
    No. [            ]


 


Gentlemen:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between MTech Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [            ],
2018 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $[            ]
of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay its [tax obligations]
[liquidation expenses]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	 
	 	MTECH
    ACQUISITION CORP.
	 	 	 
	 	By:	
	 	Name: 	Scott Sozio
	 	Title:	Chief Executive
    Officer 
	 	 	 
	 	By:	
	 	Name: 	Tahira Rehmatullah
	 	Title:	Chief Financial
    Officer 


 


	cc:	EarlyBirdCapital, Inc.


     




     


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1 State
Street Plaza, 30th Floor


New York,
NY 10004-1561

Attn: Steven G. Nelson and Sharmin Carter


 


	 	Re:	Trust Account
    No. [            ]


 


Gentlemen:


 


Reference
is made to the Investment Management Trust Agreement between MTech Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company, dated as of ________, 2018 (“Trust Agreement”). Capitalized words used herein and not
otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [       ]
and to transfer $_____ of the proceeds of the Trust to the checking account at [           ]
for distribution to the stockholders that have requested conversion of their shares in connection with such Amendment. The remaining
funds shall be reinvested by you as previously instructed. 


 


	 	Very truly yours,
	 	 
	 	MTECH
    ACQUISITION CORP.
	 	 	 
	 	By:	
	 	Name: 	Scott Sozio
	 	Title:	Chief Executive
    Officer 
	 	 	 
	 	By:	
	 	Name: 	Tahira Rehmatullah
	 	Title:	Chief Financial
    Officer 


   


	cc:	EarlyBirdCapital, Inc.