What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2022-05-11 compared with 2021-11-15 · 49 added, 6 removed, 19 unchanged (74% of the section changed)

Other Information

Table of Con tents

Exhibit Description

Second Amended and Restated Contribution Agreement, dated as of April 17, 2018, by and among Priority Investment Holdings, Priority Incentive Equity Holdings, LLC and M I Acquisitions, Inc.

(incorporated by reference to Annex A to the Company's Proxy Statement on Schedule 14(a), filed July 5, 2018).

Agreement and Plan of Merger, dated as of March 5, 2021, by and among the Company, Finxera, Merger Sub, and the Equityholder Representative.

Certificate of Amendment to the Certificate of Incorporation of Priority Technology Holdings dated April 16, 2021, filed April 29, 2021

Agreement and Plan of Merger by and among the Company, Finxera Holdings, Inc., Prime Warrior Acquisition Corp., and Stone Point Capital LLC.

Second Amended and Restated Certificate of Incorporation of Priority Technology Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 31, 2018).

Amended and Restated Bylaws of Priority Technology Holdings, Inc.

(incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed July 31, 2018).

Certificate of Designations of Senior Preferred Stock

Warrant Agreement, dated September 13, 2016, by and between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed September 16, 2016).

Registration Rights Agreement dated as of July 25, 2018 by and among M I Acquisitions, Inc.

and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed July 31, 2018).

Priority Technology Holdings, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed July 31, 2018).

Priority Technology Holdings, Inc.

2021 Employee Stock Purchase Plan

Amendment No.

1 to Priority Technology Holdings, Inc.

2021 Employee Stock Purchase Plan

Credit Agreement, dated as of April 27, 2021, among the Loan Parties name therein and Truist Bank.

Director Agreement by and among Priority Holdings LLC, Pipeline Cynergy Holdings, LLC, Priority Payment Systems Holdings, LLC and Thomas C.

Priore, dated May 21, 2014 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-4/A, filed December 26, 2018).

Amendment No.

1 to Director Agreement by and among Priority Holdings LLC, Pipeline Cynergy Holdings, LLC, Priority Payment Systems Holdings, LLC and Thomas C.

Priore, dated April 19, 2018 (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-4/A, filed December 26, 2018).

Executive Employment Agreement between Priority Technology Holdings, Inc.

and Michael Vollkommer, dated December 20, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed December 26, 2018).

Restricted Stock Unit Award Agreement between Priority Technology Holdings, Inc.

and Michael Vollkommer, dated December 20, 2018 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K, filed March 29, 2019).

Form of Independent Director Agreement (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K, filed March 29, 2019).

Asset Purchase Agreement by and between MRI Payments LLC, MRI Software LLC, and Priority Real Estate Technology LLC, dated August 31, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 1, 2020).

Support Agreement, dated as of March 5, 2021, by and among the Stockholders and Finxera

Debt Commitment Letter, dated as of March 5, 2021, between Priority Holdings, LLC and Truist Securities, Inc.

Preferred Stock Commitment Letter, dated as of March 5, 2021, among the Company and certain affiliates of Ares Capital Management LLC

Securities Purchase Agreement, dated as of April 27, 2021, among the Company and the Investors named therein

Registration Rights Agreement, dated as of April 27, 2021, among the Company and the Investors name therein

Table of Con tents

Credit Agreement, dated as of April 27, 2021, among the Loan Parties name therein and Truist Bank

Amendment No.

2, dated September 17, 2021, to the Credit Agreement, dated as of April 27, 2021, by and among the Loan Parties named therein and Truist Bank.

Form Restricted Stock Unit Award Agreement

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

5 unchanged sentences

101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF * XBRL Taxonomy Extension Definition Linkbase Document

101.LAB * XBRL Taxonomy Extension Label Linkbase Document

101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document

104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

101.DEF * XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

** Furnished herewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

† Indicates exhibits that constitute management contracts or compensation plans or arrangements.

Table of Con tents

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PRIORITY TECHNOLOGY HOLDINGS, INC.

November 15, 2021 /s/ THOMAS C.

Chief Executive Officer and Chairman

May 11, 2022 /s/ Thomas C.

President, Chief Executive Officer and Chairman

(Principal Executive Officer)

November 15, 2021 /s/ MICHAEL T.

May 11, 2022 /s/ Michael Vollkommer

Michael Vollkommer

Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information