0001554625-19-000170 Sample Contracts

PRIORITY INCOME FUND, INC. (a Maryland Corporation) [●] Shares of [●]% Series E Term Preferred Stock Due 2024 UNDERWRITING AGREEMENT

Underwriting Agreement • September 27th, 2019 • Priority Income Fund, Inc. • New York

• Contract Type
  Underwriting Agreement
• Filed
  September 27th, 2019
• Company
  Priority Income Fund, Inc.
• Jurisdiction
  New York

Ladenburg Thalmann & Co. Inc. As Representative of the several Underwriters Listed on Schedule A hereto c/o Ladenburg Thalmann & Co. Inc.

INVESTMENT ADVISORY AGREEMENT BETWEEN PRIORITY INCOME FUND, INC. AND

Investment Advisory Agreement • September 27th, 2019 • Priority Income Fund, Inc. • New York

• Contract Type
  Investment Advisory Agreement
• Filed
  September 27th, 2019
• Company
  Priority Income Fund, Inc.
• Jurisdiction
  New York

Agreement made this 30th day of May 2019, by and between Priority Income Fund, Inc., a Maryland corporation (the “Corporation”), and Priority Senior Secured Income Management, LLC, a Delaware limited liability company (the “Adviser”).