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 By: Name: (Print Name) Title: 47166115.8 [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: [Name of Agent] By: Name: Title: 47166115.8 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: (a) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not fairly present in all material respects the information presented therein; 47166115.8 (b) any material modifications should be made to the [Semi-Annual Financial Statements]/[Schedule of Investments] for them to be in conformity with accounting principles generally accepted in the United States of America; and (c) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder by the Securities and Exchange Commission. 47166115.8

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 By: Name: (Print Namename) Title: 47166115.8 [Date] [Name : (i) The Company is duly qualified or licensed and Address in good standing as a foreign corporation in each jurisdiction where its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing would not have a material adverse effect on the business, operations, assets or financial condition of Agent] Re: [Priority Income Fund Series Dthe Company. (ii) Each of the Company’s subsidiaries that is a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X under the 1933 Act), Fis validly existing, Ghas the corporate power to transact the business in which it is engaged, His duly qualified and in good standing as a foreign corporation in each of the several states and jurisdictions where its business requires such qualifications, Iwhere its business requires such licensing and where the failure to be so qualified or licensed would have a material adverse effect on the consolidated financial position and results of operations of the Company. (iii) To my knowledge there are no legal or governmental proceedings required to be described in the Prospectus which are not described as required, J, K, L, KB, KC, KD or any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock filed as required. (i) The Company is a corporation duly incorporated and validly existing in good standing under the “Preferred Stock”)][Issuance laws of [$]_________________Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ the State of Delaware with corporate power and authority under such law to conduct its business as described in the Prospectus. (the “Preferred Stock”)] Dear __________: ii) The Selling Agent Agreement dated [●]has been duly authorized, 2022 executed and delivered by the Company. (the “Agreement”)iii) The Indenture has been duly authorized, among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC executed and InspereX LLC (the “Purchasing Agent”), provides for the issue and sale delivered by the Company and, assuming due authorization, execution and delivery by the applicable Trustee, constitutes a valid and binding obligation of the Preferred Stock. Subject to Company, enforceable against the Company in accordance with its terms. (iv) When the final terms of the Notes have been duly established and approved, and when such Notes have been duly authorized and executed by the Company and duly authenticated by the Trustee in accordance with the terms of the AgreementIndenture, 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 and paid for by 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: [Name of Agent] By: Name: Title: 47166115.8 InspereX LLC [Other Agents party purchasers thereof pursuant to the Selling Agent Agreement] c/o InspereX LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 Chicago, Illinois 60606 Ladies the Notes will constitute valid and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf binding obligations of the Fund by Xxxxxxx Van DaskCompany, 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 entitled to the issuance benefits of the Indenture 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, enforceable against the Company in accordance with their terms. (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 The statements for the period ended December 31, 20[*] attached hereto as Exhibit A and included in the Fund’s certified shareholder report Prospectus under the caption “Description of registered management investment companies on Form N-CSRS filed by the Fund with the Securities Exchange Commission (the Debt Securities” and “SEC”) on [*](the “Semi-Annual Financial Statements”)]/ [the Fund’s schedule Description of investments for the quarterly period ended [March 31Notes,” insofar as such statements constitute summaries of legal matters or documents referred to therein, 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: (a) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not fairly present summarize in all material respects the information presented legal matters or documents referred to therein; 47166115.8. (bvi) any material modifications should be made The Indenture has been duly qualified under the Trust Indenture Act. (vii) To our knowledge, as of the date hereof, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for such purpose have been initiated or threatened by the SEC. (viii) Each of the Registration Statement and the Prospectus (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom and the Trustee’s Statement of Eligibility on Form T-1, as to the [Semi-Annual Financial Statements]/[Schedule of Investments] for them which we express no opinion) appears on its face to be in conformity with accounting principles generally accepted in the United States of America; and (c) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not comply as to form appropriately responsive in all material respects with to the applicable accounting requirements of the Securities 1933 Act and the applicable rules and regulations of 1933the SEC thereunder. (ix) Each of the documents incorporated by reference in the Prospectus (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as amendedto which we express no opinion), at the time it was filed with the SEC, appears on its face to have been appropriately responsive in all material respects to the requirements of the 1934 Act and the applicable rules and regulations of the SEC thereunder. (x) The execution and delivery by the Company of the Selling Agent Agreement and the Indenture does not, and the performance by the Company of its obligations thereunder and the consummation of the transactions contemplated thereby will not, (a) result in a violation of the Company’s certificate of incorporation or by-laws, (b) result in a violation of Generally Applicable Law or (c) result in a breach of, a default under or the acceleration of (or entitle any party to accelerate) the maturity of any obligation of the Company under, or result in or require the creation of any lien upon or security interest in any property of the Company pursuant to the terms of, any document or contract filed as an exhibit, pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the 1933 Act, to (i) the Company’s most recently filed annual report on Form 10-K/A for the year ended December 31, 2004 or the Company’s quarterly reports on Form 10-Q/A for the quarterly periods ended March 31, 2005, June 30, 2005 and September 30, 2005 pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the 1933 Act and (ii) and the Company’s Current Reports on Form 8-K filed with the SEC on December 22, 2005, and January 25, 2006. (xi) The Company is not required to register as an investment company under the Investment Company Act of 1940, as amended. (xii) No authorization, approval or other action by, and no notice to or filing with, any United States federal or New York governmental authority or regulatory body is required for the rules and regulations adopted thereunder due execution, delivery or performance by the Securities Company of the Selling Agent Agreement and Exchange Commission. 47166115.8the Indenture, except as have been obtained and are in full force and effect under the 1933 Act or the Trust Indenture Act or as may be required under the state securities or blue sky laws of any jurisdiction in the United States in connection with the offer and sale of the Notes.

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 Notes 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 By: Name: (Print Namename) Title: 47166115.8 [Date] [Name and Address Dated as of Agent] Re: [Priority Income Fund Series D· WHEREAS, 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. Westpac Banking Corporation (the “Company”), Priority Senior Secured Income Management, ) and Incapital LLC, Prospect Administration LLC and InspereX LLC as Purchasing Agent (the “Purchasing Agent”), provides for the issue on behalf of itself 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: [Name of Agent] By: Name: Title: 47166115.8 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 selling agents (the “AgreementSelling Agents” and, together with the Purchasing Agent, the “Agents”) specified in relation the Pricing Supplement(s) attached as Exhibit A to this agreement (the “Pricing Supplement(s)”) desire to enter into this agreement as of the date hereof, relating to the issuance and sale of up to $200,000,000 of (i) 7.00% Series D Term Preferred Stock Due 2029by the Company, $0.01 par value per shareand the purchase by the Purchasing Agent, (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 capacityNotes specified in the related Pricing Supplement(s), 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 terms specified 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 such Pricing Supplement(s) (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 InvestmentsNotes”)] 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: (a) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not fairly present in all material respects the information presented therein; 47166115.8 (b) any material modifications should be made to the [Semi-Annual Financial Statements]/[Schedule of Investments] for them to be in conformity with accounting principles generally accepted in the United States of America; and (c) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder by the Securities and Exchange Commission. 47166115.8;

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 By: _____________________________________ Name: ___________________________________ (Print Namename) Title: 47166115.8 ____________________________________ [Date] [Name and Address of Agent] Re: [Priority Income Fund Series DA, FB, G, H, I, J, K, L, KB, KC, KD C and [Future Preferred Stock series] [Term]/[Cumulative] D Term Preferred Stock (the “Term Preferred Stock”)][Issuance of [$]_________________Term Preferred Stock by Priority Income Fund, Inc. Sold on _____________, for Settlement on _____________ (the “Term Preferred Stock”)] Dear __________: The Selling Agent Agreement dated April [●•], 2022 2019 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC and InspereX LLC, Incapital LLC (the “Purchasing Agent”)) and Ladenburg Xxxxxxxx & Co. Inc., provides for the issue and sale by the Company of the Term 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 Term Preferred Stock][in connection with the purchase of the Term 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 Term 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 Term Preferred Stock][in connection with the issue and sale of the Term 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 ________________________ PROSPECT ADMINISTRATION LLC By: ________________________ Name: ________________________ Title: ________________________ [Name of Agent] By: ________________________ Name: ________________________ Title: 47166115.8 InspereX ________________________ Incapital LLC Ladenburg Xxxxxxxx & Co. Inc. [Other Agents party to the Selling Agent Agreement] c/o InspereX Incapital LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3400 3700 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 April [●•], 20222019, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration Administration, Incapital LLC and InspereX LLC Ladenburg Xxxxxxxx & Co. Inc. (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (i) the Fund’s 6.375% Series A Term Preferred Stock Due 2025, $0.01 par value per share, (ii) the Fund’s 6.25% Series B Term Preferred Stock Due 2023, $0.01 par value per share, (iii) the Fund’s 6.625% Series C Term Preferred Stock Due 2024, $0.01 par value per share, and (iv) the Fund’s 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 quarterly schedule of portfolio holdings for the quarterly period ended December [March 31, 20[*•]/September 30, [•]] attached hereto as Exhibit A and included in the Fund’s certified shareholder report quarterly schedule of portfolio holdings 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 [*]Q (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 Schedule of Investments] Investments and my inquiries of other Fund officials as stated above, that causes me to believe that: (a) the [Semi-Annual Financial Statements]/[Schedule Schedule of Investments] do Investments does not fairly present in all material respects the information presented therein; 47166115.8; (b) any material modifications should be made to the [Semi-Annual Financial Statements]/[Schedule Schedule of Investments] Investments for them to be in conformity with accounting principles generally accepted in the United States of America; and (c) the [Semi-Annual Financial Statements]/[Schedule Schedule of Investments] Investments do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder by the Securities and Exchange Commission. 47166115.8.

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: CONFIRMED: ______________________, 20___ 47166115.8 20 {Company} By: Name: (Print Namename) Title: 47166115.8 To: [Insert name and address of new Agent] [Date] [Name Ladies and Address of Agent] ReGentlemen: [Priority Income Fund Series DWe refer to the Selling Agent Agreement, Fdated March 9, G2012 (as amended from time to time, Hthe “Selling Agreement”), Iand the Terms Agreement, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock dated (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income FundTerms Agreement”, Inc. Sold on _____________and together with the Selling Agreement, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”) entered into with respect to the Notes, and hereby acknowledge receipt of your Accession Letter to us dated . In accordance with Section V of the Selling Agreement and your Accession Letter, we hereby confirm that, with effect from the date hereof, you shall become a party to the Agreement vested with all of the authority, rights, powers, duties and obligations of an Agent, as if originally named as an Agent under the Selling Agreement, but only with respect to the Notes. Very truly yours, PRUDENTIAL FINANCIAL, INC. By: Name: Title: cc: The Agents Listed on Schedule 1 To: Prudential Financial, Inc. 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000 Attention: Assistant Treasurer – Capital Markets [Date] Ladies and Gentlemen: We refer to the Selling Agent Agreement, dated March 9, 2012 (as amended from time to time, the “Selling Agreement”), among Priority Income Fundand the Terms Agreement, Inc. dated (the “CompanyTerms Agreement”), Priority Senior Secured Income Managementand together with the Selling Agreement, LLC, Prospect Administration LLC and InspereX LLC (the “Purchasing AgentAgreement”)) entered into with respect to the Notes, provides for the issue and sale by made between the Company and the Agents parties thereto. We confirm that we are in receipt of the Preferred Stockdocuments referenced below: (a) the Agreement, (b) the Registration Statement and the Prospectus, each as amended or supplemented at the date hereof, referred to in the Agreement, and (c) the Indenture referred to in the Agreement, and have found them to our satisfaction. Subject to and in accordance with the terms For purposes of the Agreement, our notice details are as follows: In consideration of the Company hereby appoints you appointing us as an Agent (as such term is defined in respect of the Notes under the Agreement) [on an on−going basis in connection with , we hereby agree, for the purchase benefit of the Preferred Stock][in connection with the purchase Company and each of the Preferred Stockother Agents, but only for this one transaction]. Your appointment is made subject to that all of the terms and conditions applicable to Agents under (including commission and discount rates) of the Agreement apply in relation to the Notes, and terminates upon [termination of we agree to be bound by the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy terms and conditions 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 agreementshall be governed by, like the Agreement, is governed by and construed and enforced in accordance with 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: [Name Insert name of new Agent] By: Name: Title: 47166115.8 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”1) 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 thatApplicable Time: (a2) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not fairly present in all material respects the information presented therein; 47166115.8 (b) any material modifications should be made to the [Semi-Annual Financial Statements]/[Schedule of Investments] for them to be in conformity with accounting principles generally accepted in the United States of America; and (c) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder by the Securities and Exchange Commission. 47166115.8Issuer Free Writing Prospectuses:

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] CONFIRMEDBy: ______________________, 20___ 47166115.8 Xxxxx Xxxxxx Head of Capital Markets By: Name: (Print Namename) Title: 47166115.8 [Date] [Name and Address , 20 The undersigned agrees to purchase the following aggregate principal amount of Agent] ReNotes Due Nine Months or More from the Date of Issue: [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 such Notes shall be 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. follows: Trade Date: CUSIP Number: Interest Rate Provisions: 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: [Name of Agent] By: Name: Title: 47166115.8 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 thatFixed Rate: (a) the interest rate: [Semi-Annual Financial Statements]/[Schedule of Investments] do not fairly present in all material respects the information presented therein; 47166115.8 (b) any material modifications should be made to the [Semi-Annual Financial Statements]/[Schedule of Investments] for them to be in conformity with accounting principles generally accepted in the United States of America; and (c) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder by the Securities and Exchange Commission. 47166115.8interest payment date: ]

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 have it has requested and received or will request 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: CONFIRMED: ______________________, 20___ 47166115.8 20 {Company} By: Name: (Print Namename) Title: 47166115.8 [Date] [Name To: Prudential Financial, Inc. 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000 Attention: Assistant Treasurer – Capital Markets Ladies and Address of Agent] ReGentlemen: [Priority Income Fund Series DWe refer to the Selling Agent Agreement, Fdated March 3, G2015 (as amended from time to time, Hthe “Selling Agreement”), Iand the Terms Agreement, J, K, L, KB, KC, KD and [Future Preferred Stock series] [Term]/[Cumulative] Preferred Stock dated (the “Preferred Stock”)][Issuance of [$]_________________Preferred Stock by Priority Income FundTerms Agreement”, Inc. Sold on _____________and together with the Selling Agreement, for Settlement on _____________ (the “Preferred Stock”)] Dear __________: The Selling Agent Agreement dated [●], 2022 (the “Agreement”)) entered into with respect to the Notes, 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 made between the Company and the Agents parties thereto. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Selling Agreement. We confirm that we are in receipt of the Preferred Stock. Subject to and in accordance with the terms of the Agreement, the Company hereby appoints you as Agent documents referenced below: (as such term is defined in the Agreementa) [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 , (b) copies of the documents previously Registration Statement and the Prospectus, each as amended or supplemented at the date hereof, referred to in the Agreement, (c) the Indenture, as amended at the date hereof, and (d) [a letter from each of the legal advisors referred to in Section II(a) and Section II(b), respectively, of the Selling Agreement addressed to ourselves and giving us the full benefit of the most recent legal opinions delivered to all of the Agents (excluding legal opinions delivered only to certain Agents in connection with a specific offering of Notes) as of the date of such existing legal opinions;]1 and have found them to our satisfaction. For purposes of the Agreement, our notice details are as follows: 1 Only if some of opinions not delivered in connection with particular offering In consideration of the Company appointing us as an Agent in respect of the Notes under the Agreement, we hereby agree, for the benefit of the Company and each of the other Agents, that all of the terms and conditions (including commission and discount rates) of the Agreement are available upon requestapply in relation to the Notes, and we agree to be bound by the terms and conditions of the Agreement. This letter agreementshall be governed by, like the Agreement, is governed by and construed and enforced in accordance with 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: [Name Insert name of new Agent] By: Name: Title: 47166115.8 InspereX LLC [Other Agents In accordance with the second paragraph of the Selling Agreement, the Company hereby confirms that, with effect from the date hereof, you shall become a party to the Agreement vested with all of the authority, rights, powers, duties and obligations of an Agent, as if originally named as an Agent under the Selling Agent Agreement] c/o InspereX LLC , but only with respect to the Notes. Confirmed and accepted as of the date first above written: Very truly yours, Prudential Financial, Inc. To: Prudential Financial, Inc. 000 Xxxxx Xxxxxx Xxxxx Suite 3400 ChicagoXxxxxx, Illinois 60606 Xxx Xxxxxx 00000 Attention: Assistant Treasurer – Capital Markets 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 We refer to the Selling Agent Agreement, dated [●]March 3, 20222015 (as amended from time to time, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration and InspereX LLC (the “Selling Agreement”) made among the Company and the Agents parties thereto. Capitalized terms used herein but not defined shall have the meanings assigned to them 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 seriesSelling Agreement. 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: (a) a copy of the [Semi-Annual Financial Statements]/[Schedule of Investments] do not fairly present in all material respects the information presented therein; 47166115.8Selling Agreement; (b) any material modifications should be made copies of the Registration Statement and the Prospectus, each as amended or supplemented at the date hereof, referred to the [Semi-Annual Financial Statements]/[Schedule of Investments] for them to be in conformity with accounting principles generally accepted in the United States Selling Agreement, (c) a copy of Americathe Indenture, as amended at the date hereof; and (cd) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not comply as to form in all material respects with the applicable accounting requirements a letter from each of the Securities Act legal advisors referred to in Section II(a) and Section II(b), respectively, of 1933, the Selling Agreement addressed to ourselves and giving us the full benefit of the most recent legal opinions delivered to all of the Agents (excluding legal opinions delivered only to certain Agents in connection with a specific offering of Notes) as amended, and of the Investment Company Act date of 1940, as amended, and the rules and regulations adopted thereunder by the Securities and Exchange Commission. 47166115.8such existing legal opinions;

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 By: Name: (Print Namename) Title: 47166115.8 [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: [Name of Agent] By: Name: Title: 47166115.8 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: (a1) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not fairly present in all material respects the information presented therein; 47166115.8Applicable Time: (b2) any material modifications should be made to the [Semi-Annual Financial Statements]/[Schedule of Investments] for them to be in conformity with accounting principles generally accepted in the United States of America; and (c) the [Semi-Annual Financial Statements]/[Schedule of Investments] do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder by the Securities and Exchange Commission. 47166115.8Issuer Free Writing Prospectuses: