Common use of Supersedes Prior Agreement Clause in Contracts

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [Managing Director - Syndicate] CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) By: Name: (Print Name) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be be, as applicable, fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [Managing Director - Syndicate] CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) By: Name: (Print Name) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, INSPEREX LLC By: Name: Title: PRIORITY ADMINISTRATION LLC CONFIRMED: (NAME OF BROKER-DEALER) By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [Managing Director - Syndicate] By: Name: Title: CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) 20 By: Name: (Print Namename) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 4 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 3 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [By: Xxxxx Xxxxxxx Managing Director - Syndicate] Syndicate CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) Company Name By: Name: (Print Namename) Title: 47166115.8 EXHIBIT Exhibit F Form [Opinion of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$CIT’s General Counsel]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 4 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 3 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [By:__________________________ Xxxxx Xxxxxxx Managing Director - Syndicate] Syndicate CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) Company Name By: Name: (Print Name) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _______ Name: ___________________________________ (the “Preferred Stock”)] Dear Print name) Title: __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi__________________________ CHI99 4594812-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:7.021110.0014

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 4 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 3 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [Managing Director - Syndicate] By: Name: Title: CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) 20 Company Name By: Name: (Print Namename) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received or will request from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [By: ____________________________ Xxx Xxxx Xxxxx] [Managing Director - Syndicate] Sales Manager CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) , 20 By: Name: (Print Name) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on ____________ Name: _____________, for Settlement on ________________ (the “Preferred Stock”)] Dear Print name) Title: __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:___________________

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [By: Xxxxx Xxxxxxx Managing Director - Syndicate] Syndicate CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) 20 By: Name: (Print Namename) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us the Purchasing Agent governing similar transactions in which you are any Selected Dealer is acting in its capacity as a selected dealersuch, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the Purchasing Agent the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us the Purchasing Agent in connection with such Offering, all of which shall constitute a binding agreement between you the Selected Dealers and usthe Purchasing Agent, individually or as representative of any Underwriters, (ii) confirmation that your the Selected Dealer’s representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your the Selected Dealer’s agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you it to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you it have requested and received from us the Purchasing Agent sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your such Selected Dealer’s undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [Managing Director - Syndicate] By: Name: Title: Exh E-9 CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) 20 {Company} By: Name: (Print Namename) Title: 47166115.8 EXHIBIT F Form FORM OF CONFIRMATION LETTER To: [Insert name and address of Agent Joinder Letter new Agent] [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income FundPrudential Financial, Inc. (the “Company”)) $[ ] aggregate principal amount of [ ]% Retail Medium-Term Notes, Priority Senior Secured Income ManagementDue [ , LLC, Prospect Administration LLC and InspereX LLC ] (the “Purchasing AgentNotes”) Ladies and Gentlemen: We refer to the Selling Agent Agreement, dated March 9, 2012 (as amended from time to time, the “Selling Agreement”), provides for and the issue Terms Agreement, dated (the “Terms Agreement”, and sale by the Company of the Preferred Stock. Subject to and in accordance together with the terms of the Selling Agreement, the Company “Agreement”) entered into with respect to the Notes, and hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection acknowledge receipt of your Accession Letter to us dated . In accordance with the purchase Section V of the Preferred Stock][in connection Selling Agreement and your Accession Letter, we hereby confirm that, with effect from the purchase date hereof, you shall become a party to the Agreement vested with all of the Preferred Stockauthority, rights, powers, duties and obligations of an Agent, as if originally named as an Agent under the Selling Agreement, but only for this one transaction]. Your appointment is made subject with respect to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]Notes. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUNDPRUDENTIAL FINANCIAL, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENTcc: The Agents Listed on Schedule 1 EXHIBIT G ACCESSION LETTER To: Prudential Financial, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC Inc. 000 Xxxxx Xxxxxx Xxxxx Suite 3400 ChicagoXxxxxx, Illinois 60606 Ladies and GentlemenXxx Xxxxxx 00000 Attention: This certificate of Priority Income FundAssistant Treasurer – Capital Markets [Date] Prudential Financial, Inc. (the “FundCompany”)) $[ ] aggregate principal amount of [ ]% Retail Medium-Term Notes, is being delivered on behalf of Due [ , ] (the Fund by Xxxxxxx Van Dask, in connection with “Notes”) Ladies and Gentlemen: We refer to the Selling Agent Agreement, dated [●]March 9, 20222012 (as amended from time to time, among the Fund“Selling Agreement”), Priority Senior Secured Income Managementand the Terms Agreement, LLCdated (the “Terms Agreement”, Prospect Administration and InspereX LLC (together with the Selling Agreement, the “Agreement”) in relation entered into with respect to the issuance Notes, and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share made between the Company and (xii) Future Preferred Stock seriesthe Agents parties thereto. I hereby certify We confirm that I am the duly elected Chief Financial Officer we are in receipt of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe thatdocuments referenced below:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [By: __________________________ Xxxxx Xxxxxxx Managing Director - Syndicate] Syndicate CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) By: _____________________________________ Name: ___________________________________ (Print Namename) Title: 47166115.8 ____________________________________ EXHIBIT F H Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Issuance and Sale of 5.50% Series DAA1 Preferred Stock, Fpar value $0.001 per share, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ Prospect Capital Corporation (the “Preferred Stock”)] Dear __________: The Selling Agent Dealer Manager Agreement dated [●]October 30, 2022 2020 (the “Agreement”), among Priority Income Fund, Inc. Prospect Capital Corporation (the “Company”), Priority Senior Secured Income Management, LLCProspect Capital Management L.P., Prospect Administration LLC and InspereX Incapital LLC (the “Purchasing Dealer Agent”), ) provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the AgreementAgreement and accompanying Administrative Procedures, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. PROSPECT CAPITAL CORPORATION By: ________________________ Name: ________________________ Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC ________________________ PROSPECT CAPITAL MANAGEMENT L.P. By: Prospect Management Group GP LLC, its General Partner By: ________________________ Name: ________________________ Title: PRIORITY ________________________ PROSPECT ADMINISTRATION LLC By: ________________________ Name: ________________________ Title: ________________________ AGREED AND ACCEPTED [Name of Agent] By: ________________________ Name: ________________________ Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:________________________

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [Managing Director - Syndicate] By: Name: Title: CONFIRMED: ______________________, 20___ 47166115.8 20 (CUSTOMER NAME) By: Name: (Print Namename) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:FORM OF DISCLOSURE PACKAGE SCHEDULE DISCLOSURE PACKAGE SCHEDULE

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section Sections 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [Managing Director - Syndicate] By: Name: Title: CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) 20 By: Name: (Print Namename) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) 3 hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) 3 hereof. Very truly yours, By [Xxxx Xxxxx] [By: Xxxxx Xxxxxxx Managing Director - Syndicate] Syndicate CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) 20 By: Name: (Print Namename) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PRIORITY ADMINISTRATION LLC By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that:

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be be, as applicable, fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By [Xxxx Xxxxx] [Managing Director - Syndicate] CONFIRMED: ______________________, 20___ 47166115.8 (CUSTOMER NAME) By: Name: (Print Name) Title: 47166115.8 EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series D, F, G, H, I, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale by the Company of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent (as such term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to the terms and conditions applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the Preferred Stock] under the terms and conditions of the Agreement. 47166115.8 Very truly yours, PRIORITY INCOME FUND, INC. By: Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, INCAPITAL LLC By: Name: Title: PRIORITY ADMINISTRATION LLC CONFIRMED: , (NAME OF BROKER-DEALER) By: Name: Title: AGREED AND ACCEPTED [Name of Agent] By: Name: Title: 47166115.8 Exhibit G InspereX LLC [Other Agents party to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated [●], 2022, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029, $0.01 par value per share, (ii) 6.625% Series F Term Preferred Stock Due 2027, $0.01 par value per share, (iii) 6.250% Series G Term Preferred Stock Due 2026, $0.01 par value per share, (iv) 6.000% Series H Term Preferred Stock Due 2026, $0.01 par value per share, (v) 6.125% Series I Term Preferred Stock Due 2028, $0.01 par value per share, (vi) 6.000% Series J Term Preferred Stock Due 2028, $0.01 par value per share, (vii) 7.000% Series K Cumulative Preferred Stock, $0.01 par value per share, (viii) 6.375% Series L Term Preferred Stock Due 2029, $0.01 par value per share, (ix) 6.750% Series KB Cumulative Preferred Stock, $0.01 par value per share, (x) 6.500% Series KC Cumulative Preferred Stock, $0.01 par value per share, (xi) 6.250% Series KD Cumulative Preferred Stock, $0.01 par value per share and (xii) Future Preferred Stock series. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed [the Fund’s semi-annual financial statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule of investments for the quarterly period ended [March 31, 20[*]/September 30, 20[*]] attached hereto as Exhibit A and included as an exhibit to the Fund’s monthly portfolio investments report on Form N-PORT-P filed by the Fund with the SEC on [*](the “Schedule of Investments”)] and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Nothing has come to my attention based on my review of the [Semi-Annual Financial Statements]/[Schedule of Investments] and my inquiries of other Fund officials as stated above, that causes me to believe that: