Priority Technology Holdings, Inc. (PRTH) Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Outstanding Warrants

Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the
“Company”) today announces the expiration and results of its previously
announced exchange offer (the “Exchange Offer”) and consent solicitation
(the “Consent Solicitation”) relating to certain of its outstanding
warrants. The Exchange Offer and Consent Solicitation expired on 11:59
p.m., Eastern Standard Time, on February 12, 2019.

Priority has been advised that 2,171,046 warrants (excluding 3,757
warrants tendered through guaranteed delivery), or approximately 37.92%
of the outstanding warrants, were validly tendered and not validly
withdrawn prior to the expiration of the Exchange Offer and Consent
Solicitation. Priority expects to accept all validly tendered warrants
for exchange and settlement on February 15, 2019. Pursuant to the terms
of the Exchange Offer, Priority will issue an aggregate of 416,828
shares of the Company’s common stock in exchange for such warrants.

Priority did not receive consents of a majority of the outstanding
warrants in the Consent Solicitation as required to effect the amendment
to the Warrant Agreement (the “Warrant Amendment”). Accordingly, the
Warrant Amendment will not be executed.

This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, the securities described herein and is
also not a solicitation of the related consents. The exchange offer was
made only pursuant to the terms and conditions of the Prospectus/Offer
to Exchange and related letter of transmittal.

About Priority Technology Holdings, Inc.

Priority is a leading provider of merchant acquiring and commercial
payment solutions, offering unique product and service capabilities to
its merchant network and distribution partners. Our enterprise operates
from a purpose-built business platform that includes tailored customer
service offerings and bespoke technology development, allowing us to
provide end-to-end solutions for payment and payment-adjacent
opportunities. Additional information can be found at www.PRTH.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking
statements” within the meaning of the federal securities laws. Words
such as “may,” “might,” “will,” “should,” “believe,” “expect,”
“anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,”
“plan,” “intend” or similar expressions, or statements regarding intent,
belief, or expectations, are forward-looking statements. Although the
Company believes that its forward-looking statements are reasonable,
undue reliance should not be placed on any forward-looking statements.
The Company’s forward-looking statements are based upon current
estimates and assumptions and are subject to various risks and
uncertainties, including those described in the Company’s filings with
the SEC. As a result, actual results could be materially different. The
Company expressly disclaims any obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.

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