Exhibit
10.5


  





 
January 29, 2018


   


MTech
Acquisition Corp. 


10124
Foxhurst Court, 


Orlando,
Florida 32836 


 


EarlyBirdCapital,
Inc. 


366
Madison Avenue 


New
York, New York 10017


  


		Re:	Initial
                                         Public Offering






 


Gentlemen: 


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital,
Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable
for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined
in paragraph 13 hereof. 


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:





 


1.
If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common
Stock beneficially owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.
In the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s
Certificate of Incorporation, as the same may be amended from time to time, the undersigned will, as promptly as possible, cause
the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not
more than 10 business days thereafter, redeem the Common Stock sold as part of the Units in the IPO (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the Trust Account net of interest that may be used by the Company to pay its franchise and income
taxes payable and up to $15,000 of any remaining interest for dissolution expenses, divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and
liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for
claims of creditors and other requirements of applicable law. The undersigned hereby waives any and all right, title, interest
or claim of any kind the undersigned may have in the future in or to any distribution of the Trust Account and any remaining net
assets of the Company as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution
from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.








 






     


     


    

 


3.
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent
entity that commonly renders valuation opinions on the type of target business the Company is seeking to acquire, that such Business
Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


  


4.
Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation
or other cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination;
provided that the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus
Summary – The Offering – Limited payments to insiders.”


  


5.
Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned
originates a Business Combination.


  


6.
The undersigned will not, without the prior written consent of the Representative pursuant to the Underwriting Agreement, offer,
sell, contract to sell, pledge, hedge, or otherwise dispose of, (or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned
or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration
statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder with respect to, any Units, shares of Common Stock, Warrants of the Company or any securities convertible into, or
exercisable or exchangeable for shares of Common Stock, or publicly announce an intention to effect any such transaction, for
a period of 180 days after the date of the Underwriting Agreement.


 


7.
(a) In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned
hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall
present to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market
value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on
the income accrued on the Trust Account), subject to any pre-existing fiduciary or contractual obligations the undersigned might
have.


  


(b)
The undersigned has agreed not to participate in the formation of, or become an officer or director of, any blank check company
with a class of securities registered under the Exchange Act until the Company has entered into a definitive agreement regarding
its initial Business Combination or the Company has failed to complete an initial Business Combination within the time period
set forth in the Company’s Certificate of Incorporation as the same may be amended from time to time.


  


(c)
The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in
the event of a breach of any of the obligations contained in this letter, (ii) monetary damages may not be an adequate remedy
for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that
such party may have in law or in equity, in the event of such breach.  





    






     


     


    

 


8.
The undersigned agrees to be an Officer and/or Director of the Company until the earlier of the consummation by the Company of
a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished
to the Company and the Representative is true and accurate in all respects, does not omit any material information with respect
to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished to the Company
and the Representative is true and accurate in all respects. The undersigned represents and warrants that:


 





		(a)	he/she
is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;



 


		(b)	he/she
has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant
in any such criminal proceeding; and



 


		(c)	he/she
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked.





 


9.
The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as an Officer and/or Director of the Company.


  


10.
The undersigned hereby waives his/her right to exercise conversion rights with respect to any shares of the Company’s common
stock owned or to be owned by the undersigned, directly or indirectly, whether such shares are purchased by the undersigned in
the IPO or in the aftermarket, and agrees that he will not seek conversion with respect to such shares in connection with any
vote to approve a Business Combination or to sell any such shares in a tender offer undertaken by the Company in connection with
a Business Combination.


  


11.
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth or Seventh of the Company’s
Amended and Restated Certificate of Incorporation prior to the consummation of a Business Combination unless the Company provides
public stockholders with the opportunity to convert their shares of Common Stock upon such approval in accordance with such Article
Sixth thereof.


  


12.
This letter 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.
The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York
of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum
and (iii) irrevocably agrees to appoint Ellenoff Grossman & Schole LLP as agent for the service of process in the State of
New York to receive, for the undersigned and on his/her behalf, service of process in any Proceeding. If for any reason such agent
is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute agent
acceptable to each of the Company and the Representative within 30 days and nothing in this letter will affect the right of either
party to serve process in any other manner permitted by law.


  


13.
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and sponsors of the Company immediately prior to
the IPO; and (iii) “Trust Account” shall mean the trust account into which a portion of the net proceeds
of the Company’s IPO will be deposited.


  


14.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.


  


15.
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


  






     


     


    

 


16.
This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any
breach of this agreement prior to its termination.


  


[Signature
Page Follows]


  




     


     


    

  


	 	/s/ Scott Sozio
	 	Scott
    Sozio
	 	 
	 	/s/ Steven Van Dyke
	 	Steven
    Van Dyke
	 	 
	 	/s/ Tahira Rehmatullah
	 	Tahira
    Rehmatullah
	 	 
	 	/s/ Emily Paxhia
	 	Emily
    Paxhia
	 	 
	 	/s/ Anthony Georgiadis
	 	Anthony
    Georgiadis
	 	 
	 	/s/ W. Jake Bergmann
	 	W.
    Jake Bergmann
	 	 
	 	Acknowledged
    and Agreed:
	 	 
	 	MTech
    Acquisition Corp.


  


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


    





	 	EarlyBirdCapital, Inc.
	 	 	 
	 	By:	/s/ Steven Levine




	 	 	Name: Steven
    Levine
	 	 	Title: Chief
    Executive Officer




 


[Signature
Page to Insider Letter]