5,000,000 Units MTech acquisition corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York
MTech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
MTech Acquisition Corp.MTech Acquisition Corp • January 22nd, 2018 • Blank checks • New York
We are pleased to accept the offer MTech Sponsor LLC (the “Subscriber” or “you”) has made to purchase 1,437,500 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 187,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of MTech Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of January, 2018, by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), and MTech Sponsor LLC, a Florida limited liability company (the “Sponsor”).
INDEMNITY AGREEMENTIndemnity Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2018, by and between MTECH ACQUISITION CORP., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017MTech Acquisition Corp • February 1st, 2018 • Blank checks • New York
This is to confirm our agreement whereby MTech Acquisition Corp., a Delaware corporation (the “Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-221957) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 6th day of December 2017, by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 10124 Foxhurst Court, Orlando, Florida 32836, and MTech Sponsor LLC, a Florida limited liability company (the “Subscriber”), having its principal place of business at 10124 Foxhurst Court, Orlando, Florida 32836.
WARRANT AGREEMENTWarrant Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of January 29, 2018 is between MTech Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 11th, 2018 • MTech Acquisition Corp • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation (“Purchaser”), (ii) MTech Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”), (iii) MTech Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) MTech Company Merger Sub LLC, a Colorado limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with Purchaser and Pubco, the “Purchaser Parties”), (v) MTech Sponsor LLC, a Florida limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the equity holders of Pubco (other than the Sellers (as defined below) and their successors and assignees) in accordance with the terms and condi
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of January 29, 2018 (“Agreement”), by and among MTECH ACQUISITION CORP., a Delaware corporation (“Company”), MTECH SPONSOR LLC, a Florida limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • October 11th, 2018 • MTech Acquisition Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned (“Seller”) in favor of and for the benefit of MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “[__________]” (together with its successors, “Pubco”), MJ Freeway LLC, a Colorado limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement, the “Company”), and each of Pubco’s and the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including Purchaser) (collectively with Pubco and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York
This Agreement is made as of January 29, 2018 by and between MTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
January 29, 2018Underwriting Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks
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 12 hereof.
MTech Acquisition Corp. 10124 Foxhurst Court, Orlando, Florida 32836 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • February 1st, 2018 • MTech Acquisition Corp • Blank checks • New York
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 6th, 2019 • MTech Acquisition Corp • Services-computer processing & data preparation • New York
In connection with the proposed business combination (the “Transaction”) between MTech Acquisition Corp., a Delaware corporation (the “Company” or “MTech”), and MJ Freeway, LLC, a Colorado limited liability company (“MJF”), pursuant to that certain Agreement and Plan of Merger, dated as of October 10, 2018 (as amended, including on April 17, 2019, the “Transaction Agreement”), by and among MTech, MJF, MTech Acquisition Holdings Inc., a Delaware Corporation (“Pubco”), and the other parties thereto, the Company is seeking commitments to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), for a purchase price of $10.21 per share (the “Purchase Price”). The Company is offering the shares of Class A Common Stock in a private placement (the “Offering”) in which the Company expects to issue and sell up to an aggregate of 1,485,506 shares of Class A Common Stock pursuant to subscription agreements of even date herewith on substantial
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 11th, 2018 • MTech Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “[__________]” (together with its successors, “Pubco”), (ii) MTech Sponsor LLC, a Florida limited liability company in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Merger Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
WAIVER AGREEMENTWaiver Agreement • October 11th, 2018 • MTech Acquisition Corp • Blank checks • New York
This Waiver Agreement (this “Agreement”) is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation (“Purchaser”), (ii) MJ Freeway LLC, a Colorado limited liability company (the “Company”), and (iii) MTech Sponsor LLC, a Florida limited liability company (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AGREEMENT TO TRANSFER SPONSOR SHARESStock Escrow Agreement • June 6th, 2019 • MTech Acquisition Corp • Services-computer processing & data preparation
Reference is made to that certain (i) Subscription Agreement, dated as of [_______], 2019 (the “Subscription Agreement”), by and among MTech Acquisition Corp., a Delaware corporation (the “Company”), MTech Acquisition Holdings Inc., a Delaware corporation (“Pubco”), and the undersigned (the “Transferee”), (ii) Stock Escrow Agreement, dated as of January 28, 2018 (the “Stock Escrow Agreement”), by and among the Company, MTech Sponsor LLC, a Florida limited liability company (the “Sponsor”), and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (“Escrow Agent”), and (iii) the Letter Agreement, dated as of January 28, 2018 (the “Insider Letter”), by and among the Company, EarlyBirdCapital, Inc., as representative of the underwriters thereunder, the Sponsor and Steven Van Dyke. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Subscription Agreement.
EARLYBIRDCAPITAL, INC. New York, New York 10017MTech Acquisition Corp • January 22nd, 2018 • Blank checks • New York
This is to confirm our agreement whereby MTech Acquisition Corp., a Delaware corporation (the “Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-221957) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
VOTING AGREEMENTVoting Agreement • October 11th, 2018 • MTech Acquisition Corp • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation (“Purchaser”), (ii) MJ Freeway LLC, a Colorado limited liability company (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
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...Registration Rights Agreement • January 22nd, 2018 • MTech Acquisition Corp • Blank checks • New York
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.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERFirst Amendment • April 19th, 2019 • MTech Acquisition Corp • Services-computer processing & data preparation
This First Amendment (this “First Amendment”) to Agreement and Plan of Merger is made and entered into effective as of April 17, 2019, by and among (i) MTech Acquisition Corp., a Delaware corporation (“Purchaser”), (ii) MTech Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”), (iii) MTech Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) MTech Company Merger Sub LLC, a Colorado limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), (v) MTech Sponsor LLC, a Florida limited liability company, in the capacity as the Purchaser Representative under the Merger Agreement (as defined below) (the “Purchaser Representative”), (vi) MJ Freeway LLC, a Colorado limited liability company (the “Company”), and (vii) Jessica Billingsley, in the capacity as the Seller Representative under the Merger Agreement (as successor to Harold Handelsman, the “S
MTECH ACQUISITION CORP. 10124 Foxhurst Court, Orlando, Florida 32836MTech Acquisition Corp • January 22nd, 2018 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of MTech Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), MTech Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 10124 Foxhurst Court, Orlando, Florida 32836 (or any successor location). In exchange therefor, the Company shall pay MTech Sponsor LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. MTech Sponsor LLC hereby agrees th
MTECH ACQUISITION CORP. 10124 Foxhurst Court, Orlando, Florida 32836MTech Acquisition Corp • February 1st, 2018 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of MTech Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), MTech Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 10124 Foxhurst Court, Orlando, Florida 32836 (or any successor location). In exchange therefor, the Company shall pay MTech Sponsor LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. MTech Sponsor LLC hereby agrees th
