PRIORITY INCOME FUND, INC. (a Maryland Corporation) [•] Shares of [•]% Series B Term Preferred Stock Due 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2018 • Priority Income Fund, Inc. • New York
Priority Income Fund, Inc., a Maryland corporation (the “Fund”), the Fund’s investment adviser, Priority Senior Secured Income Management, LLC, a Delaware limited liability company (the “Adviser”), and the Fund’s administrator, Prospect Administration, LLC, a Delaware limited liability company (the “Administrator”), each confirms its agreement with Ladenburg Thalmann & Co. Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Ladenburg is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares set forth in said Schedule A hereto of an aggregate of [•] shares of the Fund’s [•]% Series B Term Preferred Stock, $0.01 par value per share (the “Firm Shares”). The Fund al
