Priority Technology Holdings, Inc. Recoupment Policy adopted March 1, 2023

2.Definitions. Unless the context otherwise requires, all terms used in this section have the same meaning as in the Exchange Act and the rules and regulations thereunder. In addition, unless the context otherwise requires, the following definitions apply for purposes of this section:

financial statements to reflect the correction of one or more errors that are material to those financial statements. For the sake of clarity, "Accounting Restatement" does not include the retrospective application of a change in accounting principle, the retrospective revision to reportable segment information due to a change in the structure of an issuer's internal organization, the retrospective reclassification due to a discontinued operation, the retrospective application of a change in reporting entity, such as from a reorganization of entities under common control, the retrospective adjustment to provisional amounts in connection with a prior business combination, or retrospective revision for stock splits.

date on which an issuer is required to prepare an Accounting Restatement and is the earlier to occur of: (i) the date Priority's board of directors, a committee of the board of directors, or the officer or officers of Priority authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that Priority's previously issued financial statements contain a material error; or (ii) the date a court, regulator or other legally authorized body directs Priority to restate its previously issued financial statements to correct a material error; such generally is expected to coincide with the occurrence of the event described under Item 4.02(a) of Exchange Act Form 8-K (17 CFR 249.308), but is not predicated on if or when a Form 8-K is actually filed.

the president, principal financial officer, principal accounting officer, any vice-president of Priority in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for Priority. Officers of Subsidiaries shall be deemed executive officers if they perform such policy making functions for the Priority. "Policy-making function" is not intended to include policy-making functions that are not significant.

wholly or in part upon the attainment of a financial reporting measure awarded to any Priority employee.

2.10 Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing Priority's financial statements, any measures that are derived wholly or in part from such measures, and stock price and total shareholder return. A financial reporting measure need not be presented within the financial statements or included in a filing with the Commission.

previously issued financial statements shall be deemed to result from material noncompliance of Priority with a financial reporting requirement under the securities laws.

during which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

meaning of Code Section 424(f)) of Priority, except for a corporation which has subsidiary corporation status under Code Section 424(f) solely as a result of Priority or a Priority subsidiary holding stock in such corporation as a fiduciary with respect to any trust, estate, conservatorship, guardianship or agency.

Policy shall apply to all employees of Priority Technology Holdings, Inc. and its Subsidiaries who receive incentive compensation from Priority.

4. Authority to Recoup Incentive Compensation. Except as provided in Section 3, every Incentive Compensation Plan or Incentive Compensation award agreement, and every time-vested incentive compensation award, shall authorize the Committee to recoup from all employees in the following circumstances:

(a)Miscalculation of Performance Metric. If the Committee determines that a financial metric used to determine vesting of a Grant was calculated incorrectly, whether or not Priority is required to restate its financial statements and without regard to whether such miscalculation was due to fraud or intentional misconduct, then the Committee may require reimbursement of all or part of a Grant previously vested or paid to Grantee and/or authorize the cancellation of unpaid or unvested Grants in the amount by which any such Grant exceeded a lower payment that would have been made based on the correctly calculated financial metric. In addition, the Grant shall be subject to the clawback requirements of (i) §954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recoupment of erroneously awarded compensation) and implementing rules and regulations thereunder, (ii) similar rules under the laws of other jurisdictions and (iii) policies adopted by Priority to implement such requirements, all to the extent determined by the Committee to be applicable to Grantee.

(b)Detrimental Conduct. If the Committee determines that Grantee has engaged in Detrimental Conduct, then the Committee may require Grantee to reimburse Priority all or a portion of the Grant previously vested or paid and/or will be subject to cancellation of unvested or unpaid Grant. "Detrimental Conduct" means any one of the following:

(1)the commission of an act constituting fraud, embezzlement, breach of any fiduciary duty owed to Priority or its clients or shareholders, or other material dishonesty with respect to Priority in the course of Grantee's employment;

(2)improper conduct by Grantee that is materially injurious to Priority (whether from a monetary perspective or otherwise) including, but not limited to, unethical conduct, falsification of Priority's records, unauthorized removal of Priority property or information, theft, violent acts or threats of violence, unauthorized possession of controlled substances on the property of Priority, conduct causing reputational harm to Priority or its clients, or the use of Priority property, facilities or services for unauthorized or illegal purposes;

(3)Employee’s conviction of, or the filing of a plea of nolo contendere or its equivalent, with respect to a felony or any other crime involving dishonesty or moral turpitude; or

(4)the commission of an act or omission which causes Grantee or Priority to be in material violation of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which Priority is a member, including statutory disqualification;

5. Mandatory Recoupment of Erroneously Awarded Compensation. In the event that Priority is required to prepare an Accounting Restatement due to its material noncompliance with any financial reporting requirement under federal securities laws, then Priority shall recoup the amount of erroneously awarded Incentive Compensation paid to any Executive Officer or former Executive Officer, as provided below.

recoupment policy (the "erroneously awarded compensation") shall be the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received by a current or former Executive Officer had it been determined based on the Accounting Restatement, and shall be computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount shall be based on the Committee's reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive Compensation was received. Priority shall maintain documentation of the determination of that reasonable estimate and provide such documentation to NASDAQ.

(b)Incentive Compensation Performance Periods Subject to Recoupment. The requirements of this Section 5 shall apply to all Incentive Compensation received during the three completed fiscal years immediately preceding the date that Priority is required to prepare a restatement of its previously issued financial statements to correct a material error, as well as to any stub period or transition period (that results from a change in Priority's fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year).

(c)Effect of Impracticability of Recoupment. Priority must recoup erroneously awarded compensation in compliance with this Recoupment Policy except to the extent that it would be impracticable to do so. Recoupment would be impracticable only if the Committee determines that the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recouped. Before concluding that it would be impracticable to recoup any amount of erroneously awarded compensation based on expense of enforcement, Priority must first make a reasonable attempt to recoup that erroneously awarded compensation. Priority shall preserve a record of each such attempt(s) to recoup.

(d)Prohibition on Indemnification. Priority shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded compensation.

(e)Other Requirements. The requirements of this Section 5 shall not apply to Incentive Compensation (1) received while Priority did not have a class of securities listed on a national securities exchange or a national securities association; and (2) received by an individual who did not serve as an Executive Officer of Priority any time during the performance period for that Incentive Compensation.

(a)Events Tracking. Priority's Events Tracking Discussion Group, comprised of internal management, shall monitor whether any of the circumstances described in either Section 4(a) or Section 4(b) occur with respect to any employee who received a Grant subject to Section 4 of this Policy (that is, both time-vested and performance vested grants that were granted pursuant to award agreements that authorize the Committee to recoup compensation), and shall make regular reports thereof to the Committee when applicable.

(b)Amount to be Recouped. The Committee shall determine the amount of incentive compensation to recoup and, except for matters subject to Section 5, may consider the following:

(1)the amount of Incentive compensation received that exceeds the amount of incentive compensation that otherwise would have been received but for the circumstances described in either Section 4(a) or Section 4(b);

(2)the cost or difficulty of obtaining recoupment, including but not limited to whether Grantee has any outstanding grants that may be cancelled, whether Grantee continues

to be employed by Priority, and the language of this Recoupment Policy in effect on the relevant date of Grant;

(3)Grantee's relative fault or degree of involvement, (including such factors as Grantee's current or former leadership role with respect to Priority or the relevant line of business, and the degree to which Grantee was involved in decisions that are determined to have contributed to the loss);

(4)Grantee's general performance;

(5)the impact of Grantee's conduct on Priority, and the magnitude of any loss or variance from plan;

(6)other employment discipline that may have been applied;

(7)any other relevant facts and circumstances.

(c)    The provisions of Section 5(b), Section 5(c), Section 5(d), and Section 5(e) shall not apply to discretionary recoupment under this Section 6.

7.Method of Recoupment. The Committee may effect reimbursement or recoupment in any manner consistent with applicable law including, but not limited to, (a) seeking reimbursement of all or part of a Grant previously paid to Grantee, (b) cancelling prior Grants, whether vested or unvested or paid or unpaid, (c) cancelling or setting-off against planned future grants, and (d) any other method authorized by applicable law or contract.

(a)Publication of Recoupment Policy. Priority shall publish a copy of this Recoupment Policy on its external website and shall file a copy as an exhibit to its annual report on Form 10-K.

(b)Disclosure of Recoupment from Executive Officers. In the event the Committee recoups any incentive compensation from an Executive Officer or former Executive Officer pursuant to this Policy, then Priority shall disclose the aggregate amount that the Committee has determined to recoup or adjust, specifying (1) the amount for each event if there is more than one applicable event, and (2) a general description of the circumstances giving rise to the incentive compensation recoupment or adjustment, including items such as number of employees, seniority of employees, and line of business impacted, provided that, in all cases, the underlying event has already been publicly disclosed by Priority in a filing with the SEC, (2) in disclosure that would otherwise meet the requirements for public disclosure by Priority under the SEC's Regulation FD, or (3) are disclosed by a third party in a publicly available court or administrative filing. Priority shall make such disclosure following such a determination by the Committee in its proxy statement for the annual election of directors, in a current report on Form 8-K or other public filing made by it with the SEC, or in a posting at a clearly identifiable location in the investor relations section of its corporate website. Priority may limit such disclosure if it

would be likely to result in, or exacerbate, any existing or threatened, employee, shareholder or other litigation, arbitration or proceeding against Priority or its officers or directors.

the foregoing, in the event that Priority is required to prepare an Accounting Restatement due to its material noncompliance with any financial reporting requirement under federal securities laws, then Priority shall disclose in any proxy or information statements that calls for SEC Regulation SK Item 402 disclosure, and its annual report on Form 10-K, the following information:

(2)the aggregate dollar amount of excess Incentive Compensation attributable to such Accounting Restatement;

(3)any estimates that were used in determining the excess Incentive Compensation attributable to such Accounting Restatement;

(4)the aggregate dollar amount of excess Incentive Compensation that remains outstanding at the end of the last completed fiscal year; the name of each Executive Officer from whom, as of the end of the last completed fiscal year, excess Incentive Compensation had been outstanding for 180 days or longer since the date Priority determined the amount the Executive Officer owed, and the dollar amount of outstanding excess Incentive Compensation due from each such individual; and

(5)if, during the last completed fiscal year Priority decided not to pursue Recoupment from any Executive Officer or former Executive Officer pursuant to Section 5(c) of this policy, then for each such Executive Officers Priority shall disclose the name and amount forgone and a brief description of the reason in each case Priority decided not to pursue recoupment.

(a)Authority of Committee. This Policy shall be administered by the Committee. Except as limited by law, or by the Articles of Incorporation or Bylaws of Priority, and subject to the provisions of this Policy, the Committee shall have full power, authority, and sole and exclusive discretion to construe, interpret and administer this Policy. In addition, the Committee shall have full and exclusive power to adopt such rules, regulations and guidelines for carrying out this Policy as it may deem necessary or proper, all of which power shall be executed in the best interests of Priority and in keeping with the objectives of this Policy.

(b)Delegation. To the extent permitted by applicable law, the Committee may delegate its authority as identified herein to one or more Authorized Persons. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Committee.

(c)Decisions Binding. In making any determination or in taking or not taking any action under this Policy, the Committee or its delegate(s) may obtain and may rely on the advice of experts, including employees of and professional advisors to Priority. Any action taken by, or inaction of, the

Committee or its delegate(s) relating to or pursuant to this Policy shall be within the absolute discretion of the Committee or its delegate. Such action or inaction of the Committee or its delegate(s) shall be conclusive and binding on Priority, on each affected Employee and Director and on each other person directly or indirectly affected by such action.