Priority Technology Holdings, Inc. (PRTH) Announces Effectiveness of Registration Statement For its Exchange Offer and Consent Solicitation Relating to its Outstanding Warrants

ALPHARETTA, Ga. & NEW YORK–(BUSINESS WIRE)–Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the
“Company”) today announces that its Registration Statement filed with
the Securities and Exchange Commission (the “SEC”) registering shares of
common stock issuable as part of Priority’s previously announced offer
to exchange newly issued shares of its common stock for its currently
outstanding warrants (the “Exchange Offer”), and a related consent
solicitation (the “Consent Solicitation”), has become effective.

The Exchange Offer and Consent Solicitation will be open until 11:59
p.m., Eastern Standard Time, on February 12, 2019 (as the same may be
further extended, the “Expiration Date”). Tendered warrants may be
withdrawn by holders at any time prior to the Expiration Date.
Priority’s obligation to complete the Exchange Offer and Consent
Solicitation is not conditioned on the receipt of a minimum number of
tendered warrants.

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 or the Consent Solicitation may be
directed to Cowen at (833) 297-2926. D.F. King & Co., Inc. has been
appointed the 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.

Important Additional Information Has Been Filed with the SEC

Copies of the Schedule TO and Prospectus/Offer to Exchange will be
available free of charge at the website of the SEC at www.sec.gov.
Requests for documents may also be directed to Cowen at (833) 297-2926.

A registration statement on Form S-4 relating to the securities to be
issued in the Exchange Offer has become effective.

This announcement is for informational purposes only and shall not
constitute an offer to purchase or a solicitation of an offer to sell
the Warrants or an offer to sell or a solicitation of an offer to buy
any shares of common stock in any state in which such offer,
solicitation or sale would be unlawful before registration or
qualification under the laws of any such state. The Exchange Offer and
Consent Solicitation are being made only through the Schedule TO and
Prospectus/Offer to Exchange, and the complete terms and conditions of
the Exchange Offer and Consent Solicitation are set forth in the
Schedule TO and Prospectus/Offer to Exchange. Holders of the Warrants
are urged to read the Schedule TO and Prospectus/Offer to Exchange
carefully before making any decision with respect to the Exchange Offer
and Consent Solicitation because they contain important information,
including the various terms of, and conditions to, the Exchange Offer
and Consent Solicitation. None of Priority, or any of its management or
its board of directors, or the Information Agent, the Exchange Agent or
the Dealer Manager makes any recommendation as to whether or not holders
of warrants should tender Warrants for exchange in the Exchange Offer or
consent to the Warrant Amendment in the Consent Solicitation.

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.

Contacts

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