Priority Technology Holdings, Inc.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in our Annual Report under Part I, Item 1A "Risk Factors" because these risk factors may affect our operations and financial results. The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and operating results.

The Merger may not be completed on the anticipated timeline or at all, which could adversely affect our business and the market price of our common stock.

Completion of the Merger is subject to conditions, including adoption of the Merger Agreement by the holders of a majority of our outstanding shares and, separately, by a majority of the votes cast by our unaffiliated stockholders, which cannot be waived; receipt of consents from state money transmitter licensing authorities, which may take significant time and may be conditioned; the absence of a material adverse effect; and our existing credit agreements remaining in full force and effect. Although the Supporting Stockholders, who own approximately 61.4% of our outstanding shares, have agreed to vote in favor of the Merger, the Merger cannot be completed without the support of our unaffiliated stockholders. If the Merger is not completed, the market price of our common stock may decline to the extent it reflects an assumption that the Merger will be completed, and we may be required under certain circumstances to pay Parent a termination fee of $15.75 million.

The pendency of the Merger could disrupt our business, and we will incur significant costs whether or not the Merger is completed.

The announcement and pendency of the Merger, and restrictions under the Merger Agreement on the conduct of our business, including limitations on acquisitions, indebtedness, share repurchases and compensation changes, could divert management's attention, affect our relationships with customers, partners and employees, and limit our ability to pursue opportunities. We have incurred and will continue to incur significant financial advisory, legal and other costs, many of which are payable regardless of completion. In addition, our Chairman and Chief Executive Officer controls Parent and has interests in the Merger that differ from those of our other stockholders, and litigation relating to the Merger could result in significant costs or delay or prevent its completion.