0001615774-18-014981 Sample Contracts

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 26th, 2018 • Priority Technology Holdings, Inc. • Services-business services, nec • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 26th, 2018 • Priority Technology Holdings, Inc. • Services-business services, nec • Tennessee

This AMENDED AND R ESTATED EMPLOYMENT AGREEMENT (this “Agreement by and among Priority Payment Systems Holdings LLC (“Priority”), Pipeline Cynergy Holdings, LLC (“PCH”) (together, the “Companies”), and Afshin Yazdian (“Executive”) (collectively, the “Parties”), and Priority Holdings, LLC (the “Parent”), is entered into and effective as of the 21st of May, 2014 (the “Effective Date”).

AMENDMENT NO. 1 TO DIRECTOR AGREEMENT
Director Agreement • December 26th, 2018 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware

This AMENDMENT NO. 1, dated as of April 19, 2018 (this “Amendment”), to that certain Director Agreement, dated as of May 21, 2014 (the “Director Agreement”), is by and among Thomas C. Priore (the “Chairman”), Priority Holdings, LLC, Pipeline Cynergy Holdings, LLC and Priority Payment Systems Holdings, LLC.

DIRECTOR AGREEMENT
Director Agreement • December 26th, 2018 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware

This Director Agreement (this “Agreement”) is entered into as of this 21st day of May, 2014, by and among Priority Holdings, LLC, a Delaware limited liability company (“Parent”), Pipeline Cynergy Holdings, LLC, a Delaware limited liability company (“Cynergy”), and Priority Payment Systems Holdings, LLC, a Delaware limited liability company (“Priority” and together with Parent and Cynergy, collectively referred to herein as the “Companies”), and Thomas J. Priore (the “Chairman”).

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