Priority Technology Holdings, Inc. (PRTH) Announces Proposed Offer to Exchange Outstanding Warrants for Newly Issued Shares of Common Stock and Proposed Consent Solicitation

ALPHARETTA, Ga. & NEW YORK–(BUSINESS WIRE)–Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the
“Company”), a leading provider of merchant acquiring and commercial
payment solutions, today filed with the Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-4 (the
“Registration Statement”) and a Schedule TO, each relating to a proposed
offer by Priority to exchange its outstanding warrants for newly issued
shares of its common stock (the “Exchange Offer”) and a related consent
solicitation (the “Consent Solicitation”).

Pursuant to the Exchange Offer, Priority will offer to holders of its
outstanding public and private warrants the opportunity to receive 0.192
shares of newly issued Priority common stock in exchange for each of the
outstanding warrants tendered by the holder.

Concurrently with the Exchange Offer, Priority will solicit consents
from holders of the outstanding warrants to amend the warrant agreement,
dated September 13, 2016, between the Company and American Stock
Transfer & Trust Company, LLC (the “Warrant Amendment”), which governs
the terms of the warrants, to permit the Company to require that each
warrant that remains outstanding after the Exchange Offer can be
mandatorily converted by Priority into 0.1728 shares of newly issued
Priority common stock. If this amendment to the Warrant Agreement is
approved by the warrant holders, then the ratio that will be applied
after the Exchange Offer to convert any remaining outstanding warrants
into Priority common stock will be 10% less than the ratio at which
warrant holders can exchange warrants for common stock in the Exchange
Offer.

Priority expects to commence the Exchange Offer and the Consent
Solicitation in the near future, and will make additional announcements
and SEC filings when it commences them.

Priority has engaged Cowen as the Dealer Manager for the Exchange Offer
and Consent Solicitation. Any Questions or requests for assistance
concerning the Exchange Offer and Consent Solicitation may be directed
to Cowen at (833) 297-2926. D.F. King & Co., Inc. has been appointed
Information Agent for the Exchange Offer and Consent Solicitation, and
American Stock Transfer & Trust Company, LLC has been appointed the
Exchange Agent. Schulte Roth & Zabel LLP is serving as Legal Counsel to
Priority and Ellenoff Grossman & Schole, LLP is serving as Legal Counsel
to Cowen.

Additional information about the Exchange Offer and Consent Solicitation
will be available in the Registration Statement and Schedule TO, filed
by Priority with the SEC.

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 current
expectations, are forward-looking statements. While the Company believes
these forward-looking statements are reasonable, undue reliance should
not be placed on any such forward-looking statements, which are based on
information available to us on the date of this release. These
forward-looking statements are based upon current estimates and
assumptions and are subject to various risks and uncertainties,
including without limitation those set forth in the Company’s filings
with the SEC. Thus, actual results could be materially different. The
Company expressly disclaims any obligation to update or alter statements
whether as a result of new information, future events or otherwise,
except as required by law.

Contacts

Investor and Media Inquiries:
Chris Kettmann
773-497-7575
ckettmann@lincolnchurchilladvisors.com